Terms And Conditions
Updated: July 16, 2018, 5:00 PM Pacific Daylight Time
Previously posted Terms and Conditions (dated June 5, 2018) can be found <a href=”/terms-and-conditions-july-16-2018/”>here</a>.
PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY 4SPOT MARKETING LLC (“COMPANY”) IN WWW.4SPOTMARKETING.COM, YOU AGREE TO BECOME BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY THE COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. TERMS OF USE
The www.4SpotMarketing.com website and domain name and any associated websites and/or domain names, and any other features, content, or application services offered from time to time by the Company in connection therewith (collectively “Website”) are owned and operated by the Company. BY USING THE WEBSITE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE WEBSITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE COMPANY’S PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY THIS REFERENCE. UNLESS OTHERWISE AGREED BETWEEN THE COMPANY AND USER, THIS AGREEMENT APPLIES TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF IMAGES, VIDEO CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE WEBSITE.
2. MODIFICATIONS TO THIS AGREEMENT
COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING A NOTICE ON THE WEBSITE. YOU SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. SUCH MODIFICATIONS ARE EFFECTIVE UPON FIRST POSTING OR ANY SERVICES BY WHICH YOU FOLLOW SUCH POSTING CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS MODIFIED. YOU AGREE TO REVIEW THIS AGREEMENT REGULARLY TO ENSURE THAT YOU ARE UPDATED AS TO ANY CHANGES. THIS AGREEMENT, TOGETHER WITH THE COMPANY’S PRIVACY POLICY AND ANY OTHER LEGAL NOTICES PUBLISHED BY THE COMPANY ON THE WEBSITE, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND THE COMPANY CONCERNING THE WEBSITE.
3. WEBSITE ACCESS
3.1 Subject to your compliance on a continuing basis with all of the terms and conditions of this Agreement, the Company hereby grants you permission to use the Website only as set forth in this Agreement, and provided that you will:
• Not copy or distribute any part of the Website in any medium without the Company’s prior written authorization;
• Not alter or modify any part of the Website other than as expressly authorized and then only for such express purpose;
• Not circumvent, disable, violate or attempt to violate, or otherwise interfere with the security or integrity of the Website, the proper operation of the Website, the features that prevent or restrict use or copying of any Content (as the term is defined below) or enforce limitations on use of the Website or the Content therein, or interfere with any activity being conducted on the Website;
• Not post content or items in an inappropriate category or areas on the Site;
• Not violate any laws, third party rights, or our policies;
• Not post false, inaccurate, misleading, defamatory, or libelous content;
• Not distribute or post spam, chain letters, pyramid schemes, viruses or any other technologies that may harm the Company, or the interests or property of the Company’s users; and
• Not harvest or otherwise collect information about users, including email addresses, without their consent.
3.2 You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Website in a manner that sends more request messages to the Company servers in a given period of time than a single human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. The Company reserves the right in its sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in the Company’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.
4. INTELLECTUAL PROPERTY RIGHTS
The content on the Website, except any and all User Submissions, including without limitation, the text, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to the Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Company reserves all rights not expressly granted in and to the Website and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, including, but not limited to, image, audio, and visual content, Marks, third party User Submissions, or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any right of any third party. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.
5. TERM
This Agreement shall remain in full force and effect while you use the Website and the Company may terminate your access to the Website or your membership at any time, for any reason, and without warning.
6. FEES
You acknowledge that the Company reserves the right to charge fees for Content or services on the Website and to change its fees from time to time, in its sole discretion.
7. USER SUBMISSIONS
7.1 The Website may permit the submission of comments, text, images, recordings, videos or other communications submitted by you and other users (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, the Company does not guarantee any confidentiality with respect to any such submissions.
7.2 You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You agree that the Company has no liability with respect to any User Submissions, including, without limitation, your own submissions, and you hereby irrevocably release the Company and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof.
7.3 In connection with your User Submissions, you affirm, represent, and warrant that you can and will demonstrate to the Company’s full satisfaction upon its request that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Company to use each and every image and sound contained in each such User Submission and to enable inclusion and use of such User Submissions in the manner contemplated by the Website and this Agreement; (ii) specifically, you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this Agreement; and (iii) specifically, the posting of your User Submission on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity. You agree to pay all royalties, fees, and other monies owing any person or entity by reason of any content posted by you to or through the Website.
7.4 By submitting the User Submissions to the Company, or displaying, publishing, or otherwise posting any content on or through the Website, you hereby do and shall grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicenseable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Website and the Company’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby do and shall grant each user of the Website a non-exclusive license to access your User Submissions through the Website, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under this Agreement. For clarity, the foregoing license grant to the Company does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s).
7.5 In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage the Company or any third party; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; (iv) impersonate another person; (v) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity right, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the license rights granted herein; or (vi) submit material that is unsuitable for minors in any country. The Company does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all responsibility or liability in connection with User Submissions.
7.6 The Company reserves the right to decide whether Content or a User Submission is inappropriate or violates this Agreement, including but not limited to copyright infringement, violations of intellectual property law, pornography, obscene or defamatory material, or excessive length. The Company also reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Website at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, the Company assumes no responsibility for monitoring the Website, Content, or User Submissions for inappropriate conduct, or modifying or removing such conduct, Content or User Submissions from the Website.
7.7 The Company reserves the right to discontinue any aspect of the Website at any time.
8. THIRD PARTY WEBSITES
The Website may contain links to third party websites that are not owned or controlled by the Company. When you access third party websites, you do so at your own risk. The Company encourages you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each third party website that you visit. The Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in any third party websites. In addition, the Company will not and cannot monitor, verify, censor or edit the content of any third party site. In some cases the Company may receive remuneration for visits, action, or purchases made by you on the third-party site. You are not entitled to any portion of these payments. By using the Website, you expressly relieve the Company from any and all liability arising from your use of any third party website.
9. WARRANTY DISCLAIMER
The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no control over, and no duty to take any action regarding: which users gain access to the Website; what content you access via the Website and its affiliated services; what effects the content may have on you; how you may interpret or use the content; or what actions you may take as a result of having been exposed to the content. You release the Company from all liability for you having acquired or not acquired content through the Website. The Company makes no representations concerning any content contained in or accessed through the Website, and the Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Website. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS SUPPLIERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER THE COMPANY NOR ITS SUPPLIERS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE WEBSITE IS CONTROLLED AND OFFERED BY THE COMPANY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. THE COMPANY MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
10. INDEMNITY
You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Website or any Content that you post thereon; (ii) your violation of any term of this Agreement or your representations and warranties set forth above; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.
11. ELIGIBILITY
By using the Website, you represent and warrant that (i) all registration information you submit is accurate and truthful; (ii) you will maintain the accuracy of such information; (iii) you are 13 years of age or older; (iv) your use of the Website does not violate any applicable law or regulation; and (v) you are of legal age to agree to these terms and conditions or you have your parents’ permission to do so. Your profile and all associated Content may be deleted and your membership may be terminated without warning if the Company believes that you are in breach of any of the foregoing representations and warranties.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SUBJECT TO THE FOREGOING, THE COMPANY’S LIABILITY TO YOU FOR ANY REASON, WILL BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE COMPANY’S SERVICES IN CONNECTION WITH THE WEBSITE DURING THE TERM OF YOUR USE OR MEMBERSHIP. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU.
13. ASSIGNMENT
You may not transfer or assign this Agreement or any rights and licenses granted hereunder without the Company’s prior written consent. The Company may freely transfer, assign, or delegate this Agreement, and any of its rights or obligations hereunder.
14. MISCELLANEOUS
4Spot Marketing will be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts, including but not limited to attorneys’ fees actually incurred.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind the Company in any respect whatsoever. If there is any dispute about or involving the Website, you agree that the dispute shall be governed by the laws of the State of Nevada, without regard to conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Clark County, Nevada, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Clark Count of Nevada. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN THIRTY (30) DAYS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
CONTRACTING WITH THE COMPANY
If you are engaging in a paid Contract with the company, the following Terms will apply to you.
15. CONSULTING SERVICES
15.1 The Client hereby desires to engage the Company to render advisory and/or consulting services (“Services”) in accordance with the terms and conditions set forth in this Contract. Whereas the Company agrees to provide said Services upon the Start Date subsequent to the signing of this Contract and upon payment of the applicable Service Fees. This Contract shall be governed by, and interpreted and construed in accordance with, the laws of the State of Nevada.
15.2 The Company will provide consultation to the Owner, Partners, Officers and Employees of the Client concerning matters relating to the agreed upon Services between the hours of 8:00 am and 4:00 pm Pacific Standard Time, Monday through Friday. While rendering such Services to the Client, the Company will not be required to report on any other periodic basis to the Client’s offices and may render all such Services by telephone, electronic, or written communication.
16. PRICE AND TERMS
16.1 This Contract will have an Initial Contract Period outlined in the Proposal and continue month-to-month after the Initial Contract Period has completed until cancelled by either party. For single-task Contract items, such as Website Design, the Contract for those specific services will cease upon making the website ‘live’ on the Client’s specified URL. Recurring monthly aspects of the Contract will remain in place and continue on a monthly basis as outlined above. If the Contract is terminated by Client prior to the end of the Initial Contract Period, an Early Termination Fee equivalent to the remaining monthly Service Fees will be incurred.
16.3 Set up to begin upon payment of the Initial Service Fee, Prorated Service Fee, or First Monthly Service Fee Installment, whichever comes first. If Services commence on any date other than the first of the month, the Service Fees may be prorated using a 30-day month and recurring monthly billing will begin the first of the next calendar month.
17.0 PAYMENTS:
17.1 Payment for monthly Service Fees will be collected via an automated recurring credit card transaction. Should the Client payment become delinquent for a period of more than five (5) days, the Company retains the right to temporarily suspend services, but will only do so after a conscious effort to reach the client to receive payment. For Website Hosting accounts, this may result in the Client website becoming inoperable. If such an issue arises, Company cannot and will not be liable for any actual or perceived damages caused by the suspension of service.
17.2 Website Design Service Fees of $2000 or more will be paid 50% upon signature of the Contract, 40% upon presentation of the initial working draft, and 10% upon the website completion. Website Design Service fees of $2000 or lower will be paid in full up on signature of the Contract. Completion of the website is designated as the time that the Company indicates that the website is complete, or the redesigned website goes ‘live’ on the Internet. If the design process takes more than 70 days from contract signature, Company retains the right to collect any outstanding balance due. If there are any outstanding Service Fees due to Company by Client after the aforementioned payment deadline, the Company has the right to disable the website until payment is made in full. If this should happen, Company is not responsible for any loss of income resulting from such a website outage.
Within seven (7) working days of a website being made ‘live’ the Client will provide Company with a final listing of minor changes that need to be completed to finalize the website. The Company will complete these items in a timely manner. Any items that are not addressed by the Client within this seven day time frame will be considered post-completion changes and be subject to additional charges.
If the Client’s website is developed on the Company’s servers and the Company is not given the proper information or directive to move the site to the Client’s desired hosting company, the Client’s will automatically be enrolled in, and be charged for, the Company’s website hosting and maintenance plan at the going monthly rate, or the monthly hosting rate listed in the proposal, whichever is lower.
17.3 Timeliness is an important factor. Any account in which the Client is inactive and/or non-responsive to Company requests for information or action for a period of more than 65 days will result in a $350 ‘Reactivation Service Fee’. This Service Fee must be paid in full before work will resume on the project. This Service Fee can and will occur with each period of inactivity. If Client account is inactive for a period of more than 120 days, the Client will have abandoned their Contract and will forfeit all monies paid and will not be entitled to a refund of any portion paid. Client is wholly responsible for activity, and Company will not be required to actively engage a non-responsive Client. Should Client reengage with Company to perform Services, they will be completed under a new Contract with new pricing and payment required.
17.4 All fees are listed and will be collected in US Dollars. Company is not responsible for any international credit card fees charged by your bank or credit card provider, or any VAT/taxes/duties that may be imposed by your nation’s government for international services or transactions.
17.5 Retainer fees paid in Hourly Packages must be used within 60 days or purchase. Retainer fees paid as part of a Consulting Package (e.g. Bronze, Silver, Gold, Platinum) must be used within 30 days and do not roll over from month-to-month. In-person on-site consultation constitutes a 7-hour work day.
18. CONFIDENTIALITY
18.1 Company agrees to retain all non-public information obtained from the Client as confidential and agrees not to release or discuss any such information unless Company has obtained the prior written consent of the Client.
18.2 Client agrees to retain all non-public information obtained from the Company as confidential and agrees not to release or discuss any such information unless Client has obtained the prior written consent of the Company.
19. USE OF THIRD PARTY SOFTWARE
19.1 Company will be utilizing software and services from third party providers. Company has no control over the operation and/or functionality of said software or services and provides no guarantees of continuity of such software or service. Company will take best practice steps to ensure website continuity, but cannot be responsible for malfunctions caused by third-party software or services.
Websites will be created using the open-source WordPress platform. If premium/paid plugins and/or software is used in the creation of the website, Company will provide updates for as long as a Maintenance Agreement is in place with Company. If Client does not engage in a Maintenance Agreement, or cancels a Maintenance Agreement with Company, the Company will advise the client on where to purchase a valid license for the premium plugin and allow the plugin to remain active for thirty (30) days so that the client can purchase said license.
Additional time necessary to fix malfunctions caused by third-party software or services will be billed separately at the going monthly rate. If Client is engaging Company for Monthly Maintenance Services, any time necessary to fix malfunctions caused by third-party software or services will be covered first by the Monthly Maintenance Services allotted time and any additional time necessary will be billed separately at the going monthly rate.
20. COPYRIGHT
20.1 Any artwork, imagery, text, etc. supplied by the Client for use in the Services must be material the Client created or that the Client has the appropriate copyright permissions to reproduce. Any said items obtained by the Company for use during services will be obtained using industry best practices to ensure copyright compliance. The Company will not be held responsible for copyright infringement claims involving materials supplied to the Company for use or sourced by the Company.
20.2 Upon final payment in full for Website Design Services, Client will retain the copyright to all images, content, form, structure and design of the website, and will have full ownership of said items.
20.3 Company reserves the right to use Client logo and non-personal information in presentations about service level success, testimonials, etc. unless otherwise restricted in writing by Client.
20.4 4Spot Marketing maintains its right to copyright for all files, images, text and intellectual property rendered and/or distributed by the Company at all times until 6 months after the date of final delivery to you (the Client) of any design-related work. If a Client disputes a monetary charge within 6 months of the delivery date, the Company reserves the right to reclaim all aforementioned items and the Client agrees to immediately relinquish any and all rights and possession to any and all materials they have received from 4Spot Marketing. Until this time, the Client agrees not to modify or distribute any content, files, materials, plans or any other items they have received from 4Spot Marketing unless given 4Spot Marketing’s express written permission to do so.
21. MISCELLANEOUS
21.1 The Company will be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts under this Contract, including but not limited to attorneys’ fees actually incurred.
21.2 Internet marketing, including search engine optimization and pay-per-click advertising, is a complex service offering and due to the nature of the service results cannot be guaranteed. This Contract is for the performance of Services and no guarantees have been given by Company to Client, either verbally or in writing.
21.3 Business Consulting Services is primarily comprised of a representative of the Company conveying his/her ideas, knowledge, and opinions by way of written or verbal communications via telephonic or electronic means. The actual time incurred and billed by the Company and/or its representative will include time that is both prior, during, and after interaction with the Client. This Contract is for the performance of Services and no guarantees have been given by Company to Client, either verbally or in writing, regarding the Client’s success based on the implementation, adoption, or lack thereof, of any of the content conveyed to the Client.
21.4 This Service Contract is not an exclusive agreement and does not in any way restrict the Company’s ability to perform services for other clients/commissioning parties. The Client and the Company mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Service Contract. The parties agree that they shall not intentionally and knowingly enter into any such agreement.
21.5 Company is not responsible for archival of Client data after termination of services. Client should be sure to have complete and thorough copies of any and all correspondence and assets (images, files, etc.) it provides to Company during the Contract period.
21.6 This Contract can be revoked by the Company at any time prior to commencement of services. This Contract must be accepted, executed and returned to Company, and consideration rendered, within 14 days of presentation, or it may be considered expired and a new Contract may be required to be issued.
21.7 All dates are formatted as Month/Day/Year.
21.8 Client agrees to indemnify, defend, and hold harmless 4Spot Marketing LLC and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, (iii) damages, either direct or indirect, perceived or actual, related to any activities performed, and (iv) infringement of third party’s intellectual property rights or other proprietary rights.
21.9 Each party hereby submits to the exclusive jurisdiction of, and waives any venue or other objection against, any federal court sitting in the State of Nevada, U.S.A., or any Nevada state court in any legal proceeding arising out of or relating to this contract. Each party agrees that all claims and matters may be heard and determined in any such court and each party waives any right to object to such filing on venue, forum non-convenient, or similar grounds. Any/all filings must be made at the Clark County Nevada courthouse located at 500 S Grand Central Pkwy, Las Vegas, NV 89155
22.0 CANCELLATION AND REFUNDS:
Cancellation is only permitted with a written 30 day notice, after the completion of the Initial Contract Period. No refunds are provided for services rendered or pending services to be completed. In the case of Retainer Funds, the Company holds final determination on what portion of those funds have been used and any refund, if any, available to the Client. There are no refunds permitted for items that are offered at promotional or discounted pricing. For all items that are offered as part of a promotion or which receive discounted pricing, all sales are final. In all cases, the decision of the Company is final.
23. ASSIGNMENT
23.1 Neither party may assign or transfer this Contract without the prior written consent of the non assigning party, which approval shall not be unreasonably withheld.
