Terms and Conditions of Services
These terms and conditions (the “Terms and Conditions”) are a binding contract between you ("you" or "your") and DotCom Design Studio, LLC (the “Company"). This agreement (this “Agreement”) states the terms and conditions which apply to your purchase of the design, consulting, hosting and other services (collectively, the "Services"), as described at www.dotcomglobalmedia.com (the "Site").
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND ABIDE BY THE TERMS AND CONDITIONS, ANY APPLICABLE DESIGN PROPOSALS (“DESIGN PROPOSALS”) AND ALL POLICIES AND GUIDELINES (AS AMENDED FROM TIME TO TIME) INCORPORATED BY REFERENCE HERETO. YOU ARE SOLELY RESPONSIBLE FOR USE OF THE SERVICES BY ANY OF YOUR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND ANY OTHER END USER OF THE SERVICES (COLLECTIVELY, THE "END-USERS"). YOU
AGREE TO ENSURE THAT, END-USERS COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, ANY APPLICABLE DESIGN PROPOSALS AND ALL POLICIES AND GUIDELINES (AS AMENDED FROM TIME TO TIME) INCORPORATED BY REFERENCE HERETO.
The Company reserves the right to change or modify this Agreement, any applicable Design Proposal and all policies or guidelines incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to customers. Any changes or modification will be posted by the Company, and become effective upon posting of the revisions on the Site. The Company will post a notice of such changes or modifications on the Site
for thirty (30) days. You are responsible for regularly reviewing the Site to obtain timely notice of such changes or modifications. Your continued use of the Services following the Company’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Services. DotCom agrees to provide the Services in a commercially reasonable manner in accordance with this Agreement.
2. Term and Payment for Services
2.1 Term. This Agreement will become legally binding upon payment of a Deposit as set forth on the Site or in a Design Proposal, and will remain in effect until full payment for the Services or early termination as provided below. No early termination shall relieve Client from its payment obligation under this Proposal.
2.2 Termination. The Services shall be provided until completion of the project or the last day of a fixed term, as applicable ("Termination Date"); provided that either party may terminate this Agreement upon (i) ten (10) days written notice of a material breach of this Agreement by the other Party, if such breach is not cured within such 10-day period or (ii) the prior written consent of the other party. Sections 2 through 8 shall survive the termination of this Agreement.
2.3 Liability and Obligations on Termination. Should the Agreement expire or be terminated for any reason, all obligations of the Company shall cease and the Company will not be liable to you because of such expiration or termination on account of the loss of profits, sales, goodwill or on account of expenditures or for any other reason whatsoever flowing from such termination or expiration. Termination of this Agreement shall not relieve you of any obligations to pay fees and costs
accrued prior to the termination date.
2.4 Payment. You agree to pay all fees and charges (and applicable taxes) incurred which relate to your use of the Services, as set forth on the Site, in any applicable Design Proposals or otherwise provided by the Company, in accordance with the terms and conditions established from time to time by the Company.
2.5 Credit Card Payment. By paying for the Services by credit card, you authorize the Company or its agents to charge all fees and charges incurred by you under this Agreement and all Design Proposals to such credit card. Such authorization will survive termination of this Agreement until you owe no charges under this Agreement and related Design Proposals.
2.6 Failure to Pay. Outstanding balances more than 30 days late will accrue interest at a rate of 1.5% per month (18% per annum). In addition, such failure pay will constitute a material breach of this Agreement. You will be liable for any costs associated with collection and enforcement, including, without limitation, legal fees, court costs and collection fees.
2.7 Refund Policy. By providing the initial deposit for service, you are fully responsible for the entire term of the proposal. No refunds will be given once work has commenced. The deposit handles strategy and planning and while no tangible deliverables can be seen by client, this phase is also non-refundable.
3. Use of Services
3.1 Responsibility for Use. You are solely responsible and liable for any and all activities that occur in respect of your use of the Services, including without limitation all activities of any users authorized by you or using your passwords.
4. Intellectual Property Rights
4.1 Deliverables. Ownership of all deliverables provided to you under this Agreement and any Design Proposals related to your website (with the exception of SEO-specific files, which remain the property of the Company) will be transferred to Client upon full payment of all amounts required such deliverables and the Services (excluding periodic recurring fees).
4.2 DotCom Property. All programs, data, services, processes, designs, technologies, materials and all other things the Company related to the Company’s performance of the Services not covered by Section 4.1 are owned by and shall remain the sole property of the Company, its licensors or its suppliers and are protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws.
4.3 Your Content. The Company does not claim ownership of information, materials, software or other content (collectively, the "Content") that you provide, submit or otherwise transmit to the Company or any third party, using the Services. However, you agree that by providing, submitting or otherwise transmitting the Content to the Company or any third party, using the Services, you have thereby granted the Company a royalty-free, non-exclusive license to use, copy, distribute,
transmit, display, edit, delete, publish and translate such content to the extent reasonably required by the Company for the purposes of rendering and operating the Services to you under this Agreement or to ensure adherence to or enforce the terms of this Agreement You expressly (a) grant to the Company a license to cache the Content, and (b) agree that such caching is not an infringement of any of your rights or any third party's rights.
5. Warranties and Disclaimers
5.1 Your Warranties and Representations. You warrant, represent, and covenant that (a) you possess the legal capacity to enter into a binding Agreement; and (b) your Content does not infringe or violate any right of any third party.
5.2 Warranty and Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES AND MAKES NO CLAIMS WITH REGARD TO THE SERVICES, INCLUDING ALL WARRANTIES AND CLAIMS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, TITLE AND NON-INFRINGEMENT. The Company does not guarantee the effectiveness of Search Engine Optimization or of any
marketing strategies the Company recommends or executes.
6. Exclusion and Limitation of Liability
6.1 Exclusion of Liability. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, AGENTS, EMPLOYEES (COLLECTIVELY, THE “COMPANY ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ANY OF THE COMPANY ENTITIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
6.2 Limitation of Liability. THE AGGREGATE LIABILITY OF THE COMPANY ENTITIES FOR ANY DAMAGES IS LIMITED TO THE AMOUNT ACTUALLY PAID TO THE COMPANY BY YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. YOU HEREBY RELEASE THE COMPANY ENTITIES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION HEREIN.
6.3 Interruption of Service. You acknowledge and agree that the Company will NOT be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond the Company’s control.
You release and hold harmless, and agree to indemnify and defend, the Company Entities against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, attorneys' fees and litigation expenses) incurred by the Company Entities, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable
policy or guideline; (b) your use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right or non-proprietary right of a third party.
8. General Provisions
8.1 Timetable and Deliverables. All dates for delivery of Services under this Agreement and any Design Proposal are estimates and assume you are responsive to requests for feedback, additional resources, etc. The Company is not responsible for delays resulting from your unresponsiveness.
8.2 Entire Agreement. This Agreement, including any Design Proposals and terms referenced herein, constitutes the entire agreement between the Company and you with respect to the matters referred herein and supersedes all prior and contemporaneous agreements and understandings with respect to such matters.
8.3 Amendment; Waiver. No waiver by the Company of any right hereunder shall be effective unless in writing. No waiver of any provision of this Agreement by the Company shall constitute a future or continuing waiver of such provision.
8.4 Severability. In the event any court of competent jurisdiction holds this Agreement to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of you and the Company, with the remainder of this Agreement remaining in full force and effect.
8.5 Choice of Laws; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New Jersey without regard conflict of laws principles. You hereby irrevocably consent to exclusive jurisdiction of the federal and state courts situated in Atlantic County, New Jersey in connection with any matter arising under this Agreement.
8.6 Assignment. The Company may assign this Agreement. You may not assign this Agreement without the prior written consent of the Company. This Agreement will ensure to the benefit of the Company and its representatives, successors and assigns.
8.7 Effect of Dispute. In the event of a legal dispute between the parties, all Services will continue without interruption (at full rate) unless both parties agree otherwise.
8.8 Independent Contractors. You agree that no joint venture, partnership, employment or agency relationship exists between the Company and you as a result of this Agreement or delivery of the Services.
8.9 Notices. Any notices or other communications sent by the Company to you shall be deemed to have been duly given and delivered to you when delivered by email to the account specified by you when first ordering the Services. Any notices or other communications sent by you to the Company shall be deemed to have been duly given and delivered to the Company when delivered by email to email@example.com or by fax to 609-788-8229