Terms and Conditions
- Applications and E-Commerce
- Call Accelerator / Webtracker
- Email Terms and Conditions
- Proposals Now
- Social Media
- Search Magnet Local®
- Termination of Product or Services
- Warranties and Responsibilities
- Website Terms and Conditions
Call Accelerator Advertising Terms and Conditions – These Higher Images, Inc., Webtracker Advertising Terms and Conditions (‘Advertising Agreement’) are incorporated into and made a part of this Agreement if Business places an order for Advertising using the Service, either on behalf of its own business or on behalf of another business.
Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Account Terms and Conditions, of which this agreement is a part.
- Definitions & Conditions.
Advertising: Advertising means the placing of Ads with Publishers using the Services.
Campaign: Campaign shall refer to the unit of Advertising for which Business has contracted with Company to place on the Business behalf. A Campaign shall have a budget, an actual start and end date, and shall consist of one or more ads placed at one or more publishers, each of which shall link through to a destination page. Each campaign shall be subject to this Agreement set herewith.
Order Date: Order Date shall refer to the date at which the request for Advertising is submitted to Company by Business through the Platform, whether or not that Advertising order is accompanied by actual payment.
Campaign Budget: Campaign Budget shall refer to the maximum allowable amount that Business, by agreeing to this Agreement, has given permission to Company to spend on Business behalf for Advertising for a specific Campaign (not including any Campaign Management fees, which shall be paid by Business in addition to the Campaign Budget). Business agrees to pay in full for the Campaign Budget as provided below.
Publishers: Publishers shall refer to one or more online or offline businesses that accept Advertising orders from Company on behalf of the Business. Business agrees that the selection of Publishers is entirely at Companys discretion and may change at any time, even while the Campaign is active. Business also agrees that Company may allocate some or all of Business Campaign Budget on Companys website.
Ads: Ads shall refer to one or more advertisements submitted by the Business using the Service, as such Ad may be modified as provided herein. Business agrees that Company may, at any time and for any reason, modify the Ads provided by Business to Company in order to comply with Publisher specifications or for any other reason. Business also agrees that Business modifications to Ads and/or Ad modification requests made by Business to Company once the Campaign order has been placed may not be processed, as some Publishers may not accept changes for Ads once a Campaign is active.
Visits: Visits shall refer to the number of times an Ad has been clicked on by someone viewing the Ad. Business agrees that all statistics pertaining to Visits and posted on the Company website or sent through e-mail while the Campaign is running are preliminary and subject to change, either by Company or by the Publishers providing said statistics to Company. Business also agrees that, once the Campaign has ended, all statistics pertaining to Visits and posted on the Company website or sent through e-mail are final and conclusive, and not subject to review or challenge, for all purposes of this Agreement.
Cost Per Visit: Cost Per Visit shall refer to the amount Company charges for each Visit. Business agrees that the Cost per Visit will vary by Publisher as well as many other variables, including but not limited to: (i) the time of day the Ad is clicked; (ii) the number of other advertisers purchasing advertising with Publisher; (iii) the nature of the products & services Business wishes to promote.
Actual Campaign Spend: Actual Campaign Spend shall refer to the sum of all Visits multiplied by their individual Cost per Visit. For example, if the Campaign has two Visits and the first Visit costs $1.00 and the second Visit costs $0.50, the Actual Campaign Spend will be $1.50 or ($1.00*1) + ($0.50*1). Actual Campaign Spend does not include any Campaign Management Fees (see below) that may or may not assessed at the time of the Advertising order.
Target Geographies: Target Geographies shall refer to the geographic areas the Business has requested that their Ads be displayed in. Business agrees that Company is not ultimately responsible for the display of Business Ads and, as such, cannot guarantee that the Business Ads will only or primarily be displayed to people in those target geographies. Business agrees that Publishers may user varying ways to detect where people are from when determining whether to display an Ad, including, but not limited to: (i) IP targeting based on where users are accessing the Internet; (ii) user registration information at the Publisher sites; (iii) explicit geographic search queries made by the user. Accordingly, Business agrees that Company is in no way responsible for the accuracy of such methods for determining the geographic location of the people viewing Business Ads.
Target Duration: Target Duration shall refer to the number of days or months Business wishes the Campaign to run. Business agrees that Company shall have the right to extend the duration of the Campaign in the event the Actual Campaign Spend is less than the Campaign Budget, thereby extending the duration of the Campaign. Business agrees that Company may stop a campaign before the Target Duration has been reached in the event that the Actual Campaign Spend has reached or exceeded the Campaign Budget. Business also agrees that the Company may stop a campaign before the Target Duration has been reached in the event of any violation of this Agreement or in the event one or more Publishers refuses to continue running the Business Ads. In those cases where a Campaign is stopped and the Actual Campaign Spend is less than the Campaign Budget, please refer to the Cancellation and Refund Policy Section below.
Target Start Date: Target Start Date shall refer to the day the Business has requested that their Campaign begin. Business agrees and understands that Company needs to review all Campaigns prior to placing said Campaigns at Publishers. Business further agrees and understands that Company may take up to three (3) business days to complete said review and may, in fact, take longer if Company requires further input from Business. In the latter case, Company shall make reasonable efforts to contact Business to resolve any issues, but cannot guarantee when said issues will be resolved owing to the uncertain nature of reaching Business. In addition, Business agrees and acknowledges that Publishers may take several additional days to distribute the Campaign through their network and publications. Based on all of the above, Business agrees and acknowledges that Company shall have no liability hereunder or be deemed in breach hereof if the Actual Start Date is later than the Target Start Date.
Actual Start Date: Actual Start Date shall refer to the actual day that the Business Campaign begins running with one or more Publishers.
Target End Date: Target End Date shall refer to the Actual Start Date plus the Target Duration (in days). For example, the Target End Date will be July 15, 2004 if the Actual Start Date is July 1, 2004 and the Target Duration is 14 days.
Actual End Date: Actual End Date shall refer to the actual day that the Business Campaign has stopped running at all of the Publishers. As mentioned above, Business agrees that Company may extend the Actual End Date past the Target End Date in order to try and meet the Campaign Budget. Business agrees that the Company may stop a campaign before the Target Duration, with or without cause, upon notice, at which time the Actual End Date will be set to the date the campaign is stopped. Business agrees that even though Business may stop a campaign once it has started subject to the Cancellation & Refund Policy as enumerated below Company may be unable to stop the campaign at that moment in time with all Publishers. Business understands that Company will take reasonable efforts to stop the campaign with Publishers; Business agrees and acknowledges that the ability to terminate a Campaign rests solely with the Publisher. Accordingly, Business agrees that Actual End Date may be different from the date on which Business stops the campaign through the Platform.
Products & Services: Products & Services shall refer to the various business categories that the Business has selected to promote via the Platform. Business agrees that Company, while it will take all reasonable efforts to promote the Products & Services at the Publishers, makes no guarantee financial or otherwise that all Products & Services will be advertised, particularly if advertising all Products & Services will result in the Actual Campaign Spend exceeding the Campaign Budget.
Keywords: Keywords shall refer to individual words or word phrases that Company may purchase on behalf of Business to run at various Publishers. Business may through the Platform specify Keywords to be used in the Campaign. Business agrees that Company, while it will take all reasonable efforts to promote these Keywords at the Publishers, makes no guarantee financial or otherwise that all Keywords will be advertised, particularly if advertising all Keywords will result in the Actual Campaign Spend exceeding the Campaign Budget. In addition, Business agrees that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are totally controlled by the Publisher and, as such, Business agrees that Company makes no guarantee financial or otherwise about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.
Tracking Information. Tracking Information shall refer to one or more of the following: (i) Phone Number Tracking; (ii) E-Mail Tracking; (iii) Coupon Tracking; (iv) Destination Page Tracking. Business agrees that Company, in an effort to provide statistics to Business, may apply certain tracking solutions to the Business Campaign. Specifically, Business agrees that Company has the right, but not the obligation, to do the following for each Campaign: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of the Business phone number and which will forward to the Business phone number; (ii) Substitute Business e-mail address(es) with e-mail form(s) in order to be able to track e-mails associated with the Campaign; (iii) Require users to provide registration information in order to print a Business coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of the Campaign. With regard to the Tracking Phone Numbers and Tracking E-Mail Addresses, Business agrees and understands that Company is not responsible for the original phone numbers and e-mail addresses entered by Business and which the Tracking Phone Numbers and Tracking E-Mails, respectively, will forward to. Furthermore, Business acknowledges that, for local Business phone number, Company will first try to provision a local Tracking Phone Number, but, in the event such a local Tracking Phone Number is not available, Business hereby gives Company permission to provision a toll free Tracking Phone Number instead.
Phone Number Tracking: Business further agrees that, as part of provisioning Tracking Phone Numbers, Company has the right, but not the obligation, to turn on enhanced phone tracking features. Those features may include, but are not limited to: call review (whereby a recording of the inbound phone call is made and stored for review by Business for a period of time to be determined solely by Company); caller ID (whereby the phone number of the caller is used to look-up their name and address). In the case of call review, Business hereby agrees and understands that an initial recording may be played to callers prior to the completion of call notifying the caller that the call may be recorded. The exact message to be played to the caller is at the sole discretion of Company.
Destination Page: Destination Page or Landing Page shall refer to the website that users will visit when they click on one of the Business Ads. Company currently provides two Destination Page options to Business for its Campaign: (i) Standard Offer Page or Landing Page; (ii) Existing website.
With a Standard Offer Page, Company provides Business with the ability through the Platform to create a basic website based on information provided by Business. Business agrees that Company may, from time to time, change the format of the Standard Offer Page, requiring the Business to add or delete information previously collected from the Business. Business agrees that Company may substitute Tracking Phone Numbers for the Business phone numbers on the Standard Offer Page, may substitute Tracking E-Mail Forms for the Business e-mail addresses, and may collect user information before allowing users to print Business coupons and offers. Business agrees that Company may restrict the ability of Business to modify or request modifications to Business Standard Offer Page once the Campaign is running. Business agrees that Company has the right, but not the obligation, to review and modify any and all content on the Standard Offer Page, whose content other than the content substituted by Company as mentioned above remains the sole responsibility of Business. Business agrees that all content on the Standard Offer Page complies with the Business Representation section below and otherwise with this Agreement.
With an Existing website, Business agrees that Company will direct all users who click on Business Ads to a website owned and operated exclusively by Business. Business hereby gives Company permission during the duration of the Campaign to do one or more of the following for users visiting the Business website as part of the Campaign ONLY: (i) substitute Tracking Phone Numbers for the Business website phone numbers; (ii) substitute Tracking E-Mail forms for the Business website e-mail addresses; (iii) place click tracking code on pages (URLs) specified by Business; (iv) place a frameset above the Business website with the Tracking Phone Numbers and Tracking E-Mail form link; (v) place a frameset above the Business website with links to the Company website, including, but not limited to, the Companys Local Offers Directory. Business agrees that users visiting the Business website other than as a result of the Campaign will not see any of the above substitutions or modifications. Business agrees that in order for Company to be able to do so, Company may provide a mirrored version of the Business website (Mirrored Site) and that, in order to do so, Business website must be operational, functional, and accessible through the Internet. In addition, Business agrees that, in order for Company to provide the functionality associated with the Mirrored Site, the URL visible above the Mirrored Site to users clicking on the Business Ad will reflect the web site address for the Mirrored Site and NOT that of the Business website. Business agrees that Company is in no way responsible for the operation and functionality of the Business website. Business agrees that all content on the Business existing website complies with the Business Representation section below and otherwise with this Agreement.
Campaign Management Fees: Campaign Management Fees shall refer to the monthly amount charged by Company for managing Campaigns. These Campaign Management Fees are to be collected in addition to the Actual Campaign Spend and will be presented to the Business at the time the Advertising Order is placed. Company reserves the right to change the amount it charges for its Campaign Management Fees at any time, said changes to be presented to the Business at the time the order is placed.
Campaign Credits: Campaign Credits shall refer to any financial credits issued back to the individual Business user account responsible for placing the Campaign order as a result of Campaigns that have ended where the actual amount paid for any Campaign (excluding the Campaign Management Fee) exceeds the Actual Campaign Spend. Campaign Credits are credits to the individual Business users account and can be applied to future Campaigns for a period up to one (1) year after they are issued to the Business user. After one (1) year, Company reserves the right to limit the redemption of Campaign Credits. Please refer to the Cancellation & Refund Policy section below for further terms & conditions regarding the calculation and issuance of campaign credits.
Promotional Credits: Promotional Credits shall refer to one-time credits issued to the individual Business user account, which may be applied against the Campaign Budget to pay for the Campaign. Unlike Campaign Credits, Promotional Credits are not redeemable for cash and are further subject to the Account Terms & Conditions contained within this Agreement.
- General. All rates (including Costs per Visit) are subject to change upon notice. Company reserves the right to refuse or cancel any Advertising, with or without cause, at any time.
- Term of Advertising Agreement. The term of this Advertising Agreement commences on the Order Date and terminates on the Actual End Date or on the date that the last of the required deliverable items, including payment, are delivered to the Company, whichever is later.
- Terms of Payment. Except as expressly provided below, payment for Advertising shall be made at the time the Advertising Order is placed with Company. At that time, Business will be responsible for paying for the full amount of the Campaign Budget and the sum of the Campaign Management Fees (the monthly Campaign Management Fees multiplied by the Target Duration, in months). Payment may be made by credit card, by check, or by electronic check. Business represents that it either owns or has been given permission to use the method of payment used to purchase Advertising and that Business, and not the Company, shall be responsible for the full amount of any unauthorized or illegal transactions, in addition to any other applicable fees or penalties. If Company elects, in the exercise of its sole discretion, it may agree to accept payment later than the time the Advertising Order is placed. In that event, Company shall submit invoices to Business for payment. Invoices will be mailed every month reflecting any campaign activity during that month.
Business shall pay all invoices submitted by Company within fourteen (14) days of the date of the invoice. Amounts due and owing by Business that are not paid when due shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Business to make payment, Business will be responsible for all reasonable expenses (including attorneys fees) incurred by Company in collecting such amounts. All payments due hereunder are in U.S. dollars and are exclusive of any sales, use or similar applicable taxes. Business shall promptly pay all such taxes and any associated interest and penalties.
- Cancellations & Refund Policy. Business may cancel Campaigns by executing a Stop Campaign command through the Companys website only as provided in, and subject to the terms of, this Agreement. If Business cancels any Campaign, in whole or in part, Business shall pay (to the extent that it has not theretofore paid): (i) the Actual Campaign Spend up to the time Business cancels the Campaign, including any amounts spent thereafter notwithstanding Companys efforts to terminate the Campaign (it being understood that, at the time that Business elects to cancel a Campaign, it may be too late to pull some scheduled advertisements), plus (ii) any early termination fees charged by any Publisher or other third party; plus (iii) the Campaign Management fees for each month the Campaign is active (for partial months, Business will owe a full months Campaign Management Fees); plus (iv) the amount of any Promotional Credit used to pay for any of the Campaign, plus (v) a Cancellation Fee. The Cancellation Fee is currently $50, and is subject to adjustments from time to time. If Business has paid more for a Campaign that it cancels than it is obligated to pay under this Section 5, Company will issue Business a Campaign Credit pursuant to Section 6 in the amount by which such actual payment exceeds the amounts owing under this Section 5.
- Campaign Credits. Campaign Credits are issued to the individual who originally paid for the Campaign on behalf of Business, even if another individual cancels the Campaign. Campaign Credits may be used to purchase additional Advertising and will be deducted from the Campaign Budget at the time a subsequent Advertising order is placed. Campaign Credits are non-transferable. If a Business does not wish to use the Campaign Credits for a future Advertising order, the user who placed the Advertising order must, in writing, request a refund from Company a request that is subject to the verification of the users identity by Company. All refunds will be issued to the individual who placed the Advertising order. If the Advertising order was paid for by credit card, the refund will be issued back to that same credit card; if that credit card is no longer valid, the Business forfeits its rights to the refund. If the Advertising order was paid for by check, electronic check, money order, or by cash, Company will mail a check in the amount of the Campaign Credit to the individual who placed the Advertising order. Once the written request for a refund has been received and verified by Company, Company agrees to mail check within thirty (30) days. Company is not responsible for checks lost in the mail, sent to an address that has not been correctly provided by Business, or made payable to a name that has not been correctly provided by Business.
- Advertising Estimates. Company makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads or other performance that Business can expect from Advertising. Any estimates provided by Company to Business are not intended to create any binding obligations or to be relied upon by Business. Business acknowledges that no Company personnel are authorized to make estimates that Business may rely on and that Business is not relying upon any such estimate or any such representation, warranties or guarantees.
- Advertising Information, Materials & Modifications. Business shall provide Company with true, accurate and current information for all Ads placed with Publishers. Business certifies that it has the legal right to use all information, names, trademarks and search terms it provides or includes in its Ads. Business will provide all materials for the Advertising in accordance with Companys policies in effect from time to time, including without limitation the manner of transmission to Company and the lead-time prior to publication of the Advertising. Business agrees that Company has the right but not the obligation to make modifications to Ads prior to their delivery to Publisher and further understands that, once Ads are delivered to Publisher, Business may be limited in its ability to make further modifications to said Ads. Business hereby grants to Company a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute in accordance herewith the Ads and any derivative works based thereon created by Company hereunder.
- Publishers. Company shall determine, in the exercise of its sole discretion, which Publishers to use in connection with any Campaign. Business acknowledges that Company does not produce, operate or transmit the Internet sites or services on which Ads may appear with the exception of Companys Directory — and that Company acts only as a sales representative or reseller of advertising inventory or listing services for the operators of such Internet sites or services.
- Positioning. Except as otherwise expressly provided in this Agreement, positioning of Ads within the Company Directory or on any page of Companys website is at the sole discretion of Company. Positioning of Ads on Publisher sites is at the sole discretion of Publisher.
- No Proof of Advertising. Business understands that Company is under no obligation and may simply not be able to provide any samples of your Ads in the context of any Publishers website or Companys Directory.
- Statistics & Reporting. Unless specified otherwise in this Agreement, Company makes no guarantee with respect to usage, visit, or cost per visit statistics for any Ads. Business acknowledges that any such statistics provided by Company shall be conclusive and binding on Business for all purposes of this Agreement and not subject to review or challenge by Business for any reason.
- Renewal. Except as expressly set forth in this Agreement, any renewal of any Campaign is subject to acceptance of the then current version of this Agreement, which is subject to change at any time. From time to time, Company, at its sole discretion, may provide Business with the option to automatically renew (“Auto Renew”) a campaign. Business may choose from one of two different Auto Renew options. In the first option (“Auto Renew – Once per Month”), Business agrees that campaign will be automatically renewed and the Business charged as soon as the original campaign has reached its Campaign Budget and its Target Duration has been reached or exceeded. Business acknowledges that the campaign may be paused temporarily under this option once its Campaign Budget has been reached, but before its Target Duration has been reached. In the second option (“Auto Renew – Immediately”), Business agrees that campaign will be automatically renewed and the Business charged as soon as the original campaign has reached its Campaign Budget, whether or not its Target Duration has been reached, and even if its Target Duration has been exceeded. Business understands that Company, at its sole discretion, may set either Auto Renew option on as a default campaign setting, though, in the event Company sets the default to Auto Renew on (whether Auto Renew – Once per Month or Auto Renew – Immediately), Company will make available to Business the ability to turn the Auto Renew option off through Companys web application.
- No Assignment or Resale of Ad Space. Business may not resell, assign or transfer any of its rights hereunder. Any attempt by Business to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Company.
- Right to Reject Ads. All contents of Ads are subject to Companys approval. Company reserves the right to reject or cancel any Ad, Agreement, URL link, or Publisher position commitment, at any time, for any reason whatsoever (including belief by Company that any placement thereof may subject Company to criminal or civil liability). This right to refuse a listing does not constitute endorsement of any Ad that is accepted by Company, nor does it constitute a warranty that Company will continue to run an Ad once accepted. Company does not have any obligation to inspect ads or to reject ads that it inspects regardless of anything relating to those ads.
- Businesss Representations; Indemnification. Business represents and warrants to Company that Business holds all necessary rights to permit the use of the Advertising by Company for the purposes contemplated under this Agreement; and that the use, reproduction, distribution, transmission or display of the Ads, any data regarding users, and any material to which users can link, or any products or services made available to users, through the Ads will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Business agrees to indemnify, defend and hold Company harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach (or alleged breach) of any of the foregoing representations and warranties, or (ii) any third party claim arising out of or in connection with use of or access to the Advertising or any material to which users can link, or any products or services made available to users, through the Advertising or to which the Advertising relates. Further, you agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
- Confidentiality. “Confidential Information” shall mean (i) Ads, prior to publication, (ii) the Agreement and any Company statistics which shall be deemed Company Confidential Information, and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.” During the term of this Agreement, and for a period of two years following any Official End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other partys Confidential Information; (ii) has become publicly known through no breach of this Section 17 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.
- Press Releases. Company shall be permitted to identify Business as a Company client and may use Businesss name in connection with Companys marketing materials. Subject to the prior approval of each party, Company may elect to issue a joint press release announcing the Businesss marketing partnership with Company, which approval shall not be unreasonably withheld.
- Termination. Company may immediately terminate your account and access to the Service, with or without cause of any type or nature, upon notice to you. Termination of your Company account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the Service. Except as expressly provided in this Agreement, Company shall not be liable to you or any third-party for any termination of your account or access to the Service. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including without limitation all limits of liability, indemnity obligations, and confidentiality obligations and any provisions that state that they survive) shall so survive. Without limiting the generality of the foregoing, in the event of any termination, Business shall remain liable for any amount due under the Advertiser Agreement for Advertising delivered by Company. At the request of the disclosing party, the receiving party shall return all of the disclosing partys Confidential Information to the disclosing party.
- LIMITATION OF LIABILITY. BUSINESS EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), REGARDLESS OF THE CAUSE OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE OR THIS AGREEMENT. IN NO EVENT SHALL COMPANYS AGGREGATE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF OR IN CONNECTION WITH ANY CAMPAIGN, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT ACTUALLY RECEIVED BY COMPANY FROM BUSINESS FOR SUCH CAMPAIGN.
In the event that Company fails to publish an Ad in accordance with this Agreement, or in the event that Company fails to spend, on behalf of the Business, the full Campaign Budget by the Official End Date, or in the event of any other failure, technical or otherwise of such Advertising, the sole liability of Company and exclusive remedy of Business shall be limited to, at Companys sole discretion, the issuance of a Campaign Credit pursuant to Section 6. In no event shall Company be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of Third Parties (if any). Without limiting the foregoing, Company shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Company. Business acknowledges that Company has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
- Choice of Law and Forum. This Agreement and the relationship between you and Company shall be governed by the laws of the Commonwealth of Pennsylvania applicable to contracts entered into and performed in Pennsylvania by residents thereof. Any claim by either party hereto against the other party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in the county of Allegheny, state of Pennsylvania; provided that administrative and other non-judicial actions may be brought in any location.
- Waiver and Severability of Terms. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision to the extent possible under applicable law, and the other provisions of this Agreement remain in full force and effect.
- Transferability. Business shall not assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder, and any purported assignment, delegation or other transfer in violation of this Section 23 shall be null and void. Company may assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder upon notice to Business in connection with any assignment, license or other transfer of any Company assets relating to the Service or any rights therein.
- This Higher Images service for Web Tracker is powered by a second party. Accordingly, the terms & conditions of the service are by and between your business and Higher Images, Inc. and Call Accelerator, second party, technology partner.
- Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred; provided that this Section 24 shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
- The section titles in this Agreement are for convenience only and have no legal or contractual effect.
- Destination Pages. Company may provide Business with a website (Destination Page) as part of its Services. While Company will take reasonable measures to ensure that the Destination Page is generally accessible through the Internet, the Company does not warrant that Destination Page can be accessed (i) through all Internet browsers; (ii) through any device that can access the Internet. Nor does the Company warrant that the Destination Page can be accessible 24 hours a day and 7 days a week, whether or not the Company is hosting the Destination Page on its own servers or contracting with another business entity to provide the hosting services for those Destination Pages. Company shall have no liability in connection with any failure of availability or usability of any Destination Page or other Internet site.
- Business acknowledges and agrees that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement that are fundamental to the parties understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Services. Without limiting the generality of the foregoing, Business agrees that all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
- Agency Relationship. Business further represents and warrants that, in the event it is purchasing advertising on behalf of another business (“Advertiser”) it has been authorized by each Advertiser to act as such Advertisers agent in all respects relating to the Services and this Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, Business agrees on behalf of each Advertiser that such Advertiser shall be bound by all of the terms and conditions of this Agreement and that, in particular, with regard to the Tracking Information section above, Business further warrants and represents that it has fully explained the different Tracking Information that may be obtained through the Advertising to each Advertiser and that each Advertiser has agreed to the terms contained therein.
Website Terms and Conditions
Whilst every endeavor will be made to ensure that the website and any scripts or programs are free of errors, Higher Images Inc. cannot accept responsibility for any losses incurred due to malfunction, the website or any part of it.
The website, graphics and any programming code remain the property of Higher Images Inc. until all outstanding accounts are paid in full.
Any scripts, cgi applications, php scripts, or software (unless specifically agreed) written by Higher Images Inc. remain the copyright of Higher Images Inc. and may only be commercially reproduced or resold with the permission of Higher Images Inc..
Higher Images Inc. cannot take responsibility for any copyright infringements caused by materials submitted by the client. We reserve the right to refuse any material of a copyrighted nature unless adequate proof is given of permission to use such material.
Any additions to the brief will be carried out at the discretion of Higher Images Inc. and where no charge is made by Higher Images Inc. for such additions, Higher Images Inc. accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions.
The client agrees to make available as soon as is reasonably possible to Higher Images Inc. all materials required to complete the site to the agreed standard and within the set deadline.
Higher Images Inc. will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.
Higher Images Inc. will not be liable or become involved in any disputes between the site owner and their clients and cannot be held responsible for any wrongdoing on the part of a site owner.
Higher Images Inc. will not be liable for any costs incurred, compensation or loss of earnings due to the work carried out on behalf of the client or any of the clients appointed agents.
Higher Images Inc. will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents.
A deposit of 50% is required with any project before any design work will be carried out.
Once a website has been designed and completed the final balance of payment is then due in accordance with our payment terms. There are no exceptions to this, i.e If the client decides they no longer want the site, as they have commissioned the work and paid a deposit they are still obliged to pay for the work that has been done. Non payment will result in legal action being taken if necessary.
Search Magnet Local®, Terms and Conditions
Search Magnet Local®, and it’s parent company, Higher Images, Inc. (“Search Magnet Local®“) provides services to include online technology for building websites, widgets, tracking, submission of URLs to search engine and directories for listing in directory industry service that allows businesses to post their business listing once and have it posted to all major Online Yellow Pages, Search Engines, 411 Directories and other vertical industry directories with additional services of providing Web site optimization and online advertising services.
Search Magnet Local®, maintains the site as a service to our clients that have engaged us to gather ratings and users (“you”, “Clients” or “Users”, as applicable) who visit and use the Site following registration and subject to the payment of any applicable fees. These Terms apply to all services and features available on this website and its related sub-domains (the “Site”), (i) which are publicly accessible or (ii) to which you have access pursuant to your registration, including without limitation the Search Magnet Local® Reviews Widget / API (collectively, the “Services”).
1. ACCOUNT REGISTRATION
To register for Services and create an appropriate account, you must complete the registration process by providing Search Magnet Local®, with complete and accurate information as prompted by the registration process, including your e-mail address, and, if applicable, a password. If any Services for which you register are fee-based Services, you may also be required to provide Search Magnet Local®, with a valid credit card, organization, administration, and other billing information. You shall protect your username and password and are solely responsible for any and all use that occurs under your account. You agree to notify Search Magnet Local® immediately of any unauthorized use of your account or any other breach of security.
2. LICENSE TO CONTENT.
2.1 If you are a Client you hereby grant Search Magnet Local®, a non-exclusive right and license to use, copy, display, prepare derivative works of and distribute any Content provided by you for use in connection with the Services. The term “Content” means all information, text, images, data, links, software programs, Services or other material posted by you or a third party on the sections of the Site that are (i) publicly accessible or (ii) available to you pursuant to the Services for which you have registered, whether created by Search Magnet Local® or provided by a third party for display on the Site and whether viewed on-line or printed by you. The term “Third Party Content” means all Content that has been provided to the Site by someone other than you. 2.2 Subject to these Terms, Search Magnet Local® hereby grants to you a limited, non-transferable, non-exclusive, right and license to access and use the Third Party Content (as herein defined) of the Site and the Services for which you have registered.
2.3 You may view, copy, download, and print Third Party Content that is available to you on the Site, subject to the following conditions:
(a) The Third Party Content may be used solely for your internal informational and business purposes, unless otherwise expressly provided on the Site with respect to the Services for which you have registered. No part of the Site or its Third Party Content may be reproduced, transmitted or otherwise distributed in any form to any third party, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
(b) To the extent any Service permits you to display Third Party Content on your own website, such Third Party Content may only be displayed on a single website that represents a single entity or brand, unless otherwise expressly provided on the Site with respect to such Service.
(c) Copyright, trademark, and other proprietary notices on any Third Party Content copied by you may not be removed or obscured.
2.4 Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Site, the Services or any Third Party Content displayed on the Site, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on the Site.
2.5 ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY Search Magnet Local®.
3. INTELLECTUAL PROPERTY RIGHTS.
3.1 Unless otherwise noted, all Content contained on the Site is the property of Search Magnet Local® and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, patent law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
3.2 By submitting Content to the Site, you grant Search Magnet Local® a world-wide, royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such Content. This license shall remain in effect until we permanently delete the Content from our systems.
4. CONTENT SUBMITTED BY USERS.
4.2 If you submit any Content to the Site, to the extent such Content constitutes a review of a third party website or third party product or service, you agree that you shall not post any substantially similar Content on any other commercial website that permits its users to post website, product or service reviews. Nothing in these Terms shall prohibit you from posting such Content on your personal website or blog for non-commercial purposes.
4.3 Search Magnet Local® is not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted through the Site. Search Magnet Local® does not prescreen material submitted to the Site. With respect to such Content posted on the Site, Search Magnet Local® acts as a passive conduit for such distribution and is not responsible for Content. Any opinions, advice, statements, services, offers or other information in Content provided by any Users or Clients are those of the respective author(s) and not of Search Magnet Local®. Search Magnet Local® neither endorses nor guarantees the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted by you to the Site is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity or of any applicable law. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to Search Magnet Local® and/or the Site.
4.4 Search Magnet Local® has the right, but not the obligation, to monitor Content submitted to the Site to determine compliance with these Terms and any other applicable rules that we may establish from time to time. Search Magnet Local® has the right, in our sole discretion, to edit or remove any Content submitted to or posted in any online discussion forum or chat room provided through the Site. Without limiting the foregoing, Search Magnet Local® has the right to remove any Content that Search Magnet Local®, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable. You are solely responsible for the Content that you post to the Site.
4.5 You hereby authorize Search Magnet Local® and/or Search Magnet Local® Reviews to publish your Content, and Content referencing you which has been submitted to Search Magnet Local® by others, to third party websites, such as Google and Yelp, using your and/or Search Magnet Local® Reviews’s Clients’ user accounts with such third party websites. You agree that Content you submit to Search Magnet Local®, and your authorization of Search Magnet Local® Reviews to publish such Content on third party websites via your user account with such websites, shall comply with the terms of service, content guidelines and policies, and any other obligations, requirements or restrictions imposed by such third party websites and that you are subject to all obligations, requirements and restrictions set forth therein and hereby agree to indemnify and hold harmless Search Magnet Local® and its officers, directors and employees, harmless from and against any and all losses, claims, damages, suits, expenses, costs and other liabilities that arise from the Content and the posting of the Content to a third party site on your behalf, including without limitation any and all claims that the Content or posting of the Content violates the terms of service, content guidelines and policies, and any other obligations, requirements or restrictions imposed by such third party websites or by Search Magnet Local® herein. You acknowledge that Search Magnet Local® Reviews will not be able to remove the Content once it has been posted to a third party website. If the merchant with respect to which the Content was posted disputes the Content, you will be contacted and the dispute will be resolved using Search Magnet Local® Reviews’s standard dispute resolution process. In addition, if you are a merchant and have provided Search Magnet Local® Reviews with access to your user account for a third party website, you authorize Search Magnet Local® Reviews to monitor your user account with such third party websites to enable Search Magnet Local® Reviews to provide you with reporting, metrics and related information with respect to the postings made via your user account. You acknowledge that Search Magnet Local® has no responsibility for such third party websites, or the acts or omissions of the owners of such websites, and shall have no responsibility for the availability of such third party websites or the inclusion or removal of any Content posted thereon. Further, Search Magnet Local® Reviews does not endorse any such third party websites or the information, advertising or content made available thereon. You acknowledge that Search Magnet Local® Reviews shall not be liable for any loss, damage, claims, suits or other liabilities you may incur as a result of Search Magnet Local® making available the option for you to post your Content through Search Magnet Local® on such third party websites or otherwise.
5. RESTRICTIONS ON USE
5.1 By accessing our website or a service provided through our website, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to, use our website or any related service to:
(a) Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Search Magnet Local® in its sole discretion.
(b) Post defamatory statements.
(c) Post hateful or racially or ethnically objectionable Content.
(d) Post Content which infringes another’s copyright, trademark or other intellectual property right, or misappropriates at trade secret.
(e) Post unsolicited advertising or solicitations or unlawfully promote products or services.
(f) Harass, threaten or intentionally embarrass or cause distress to another person or entity.
(g) Impersonate another person.
(h) Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
(i) Exploit children under 18 years of age.
(j) Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
(k) Introduce viruses, worms, Trojan horses and/or harmful code to or otherwise attempt to disrupt or interfere with the Site.
(l) Decompile, reverse engineer or obtain unauthorized access to any software or computer system through the Site.
(m) Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
(n) Solicit personal information from children under 13 years of age.
(o) Violate any federal, state, local, or international law or regulation.
(p) Encourage conduct that would constitute a criminal or civil offense or violation of these Terms.
5.2 The foregoing list is only representative of the conduct not permitted under these Terms and is not exhaustive. Search Magnet Local® does not screen the behavior of Clients or Users and is not liable for their actions or violations of these Terms. If you suspect a Client or User is in violation of these Terms, please contact Search Magnet Local®
a) The content of the pages of this website is for your general information and use only. It is subject to change without notice.
b) Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
c) Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
d) This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
e) All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
f) Unauthorized use of this website may give to a claim for damages and/or be a criminal offense.
g) From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
h) You may not create a link to this website from another website or document without Search Magnet Local®’s prior written consent.
i) Your use of this website and any dispute arising out of such use of the website is subject to the laws of Pennsylvania.
6. Search Magnet Local® No Guaranteed Placements
Subscribers to Search Magnet Local® service understand that we make no guarantees about placements or positioning with the third party directories or publishers to whom we provide the data. We make every effort to ensure these directories use the data in accordance with our policies and that they publish any changes that are made by the users. However, we cannot guarantee this nor any timeframe associated with posting or corrections or deletions. We are happy to respond to questions or concerns about this via mail or email.
7. Search Magnet Local®� No Refunds
There are no refunds for fees paid for the Search Magnet Local® websites or Directory Posting service. Subscribers will be able to make any required changes through their login account, including request to take the account offline. If there is any difficulty or questions about this, you may write or email us. You will receive notices from Search Magnet Local® to the email listed on your account.
8. Search Magnet Local® No Guaranteed Placements
Subscribers to Search Magnet Local® service understand that we make no guarantees about placements or positioning with the third party directories or publishers to whom we provide the data. We make every effort to ensure these directories use the data in accordance with our policies and that they publish any changes that are made by the users. However, we cannot guarantee this nor any timeframe associated with posting or corrections or deletions. We are happy to respond to questions or concerns about this via mail or email.
9. Search Magnet Local® Termination
Either party hereto may terminate this Agreement for any reason, with or without cause, upon written notice of termination given to the other party at least thirty (30) days prior to the end of the then prevailing term of this Agreement. Since our services are billed monthly and to coordinate necessary transfers, upon termination the terminating party will be billed for the thirty (30) day period following termination. In the event of termination, you are no longer authorized to access any software or server of Search Magnet Local® / Higher Images Inc, Inc. and the disclaimers and limitations of liabilities set forth in this agreement, shall survive.
Social Media Marketing and Development Terms and Conditions
AUTHORIZATION- Client grants Higher Images the authority to create a Business/Fan Page/profile on Client’s behalf. Client also grants Producer the authority to create a Personal Profile (if Client does not already have one) on Client’s behalf. Client also grants Producer the authority to create a Gmail account on Client’s behalf (solely to assist with Facebook/Twitter/social media accounts set-up and only where Client does not already have a Personal Profile on Social Media websites). Upon completion of the Project, Higher Images shall no longer have any authority with respect to Client’s Facebook and (as relevant) Gmail account(s) and Client is advised to change all relevant passwords at that point to maintain privacy.
Facebook/Twitter/Social Media Websites Rules- Client acknowledges and understands that Client and Client’s Business/Fan Page are subject to Facebook/Twitter/Social Media Websites terms and conditions. Client also acknowledges and understands that non-compliance with Facebook/Twitter/Social Media Websites terms and conditions can cause Facebook/Twitter/Social Media Websites to terminate Facebook/Twitter/Social Media Websites profiles, pages and other privileges.
AGE-Client certifies that he or she is at least 18 years of age.
RESERVATION OF RIGHT- Higher Images reserves the right to refuse service to anyone for any reason or no reason at all. In this situation, provided no effort has been expended on the Project, Higher Images will refund the fee paid by Client. Where effort has been expended on the Project, Higher Images will retain a pro-rata share reflecting the level of effort already undertaken.
CECESSATION OF OBLIGATIONS- Upon completion of the Project, Higher Images shall have no further obligation to Client. Completion occurs when the Business/Fan Page has been created using the information supplied by Client, and Higher Images has supplied Client with the URL of the new Page and any relevant user IDs and passwords.
CLIENT’S WARRANTY- Client warrants that Client is the owner of the rights in the information and materials supplied for his/her/its Business/Fan Page/social media profiles and that they do not infringe the copyright, trademark, patent, statutory, common law or other property rights of any third party, that they do not contain any defamatory or harmful material or any factual inaccuracies and that Client has the full power to convey the rights granted in this Agreement.
AUTHORITY TO ENTER INTO AGREEMENT- Client acknowledges and represents that Client is authorized and has full authority to enter into this Agreement.
PAYMENT AUTHORIZATION- Return of a completed Proposal form, including signature by Client or an authorized representative of Client, to Higher Images shall engage Higher Images, Inc. (“Higher Images”) to deliver the services set forth in the Proposal. Client agrees to the above pricing and the terms and conditions herein and also located on Higher Images website, www.higherimages.com. Pricing is good for 15 days from the date of this Proposal. All orders are subject to approval and acceptance by Higher Images. Client further authorizes Higher Images to charge Client’s credit card account for the fees stated in the Proposal. If Client is a corporation, partnership or other legal entity (“Company”), the person signing above warrants that he or she has the authority to enter into this agreement on behalf of the Company. Cancellation of domain names, hosting, and all other services must be in writing and signed by an authorized representative of Client. Unless specified in the above agreement client may cancel social media management services with a 30 day written notice. Details of the services referenced above will be mailed to Client, upon request, after Higher Images receives this approved proposal. Profiles/fan pages/social media profiles and management will not be started without payment in full.
Email Terms and Conditions
Higher Images Inc. will make every effort to keep its email service operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Higher Images Inc. shall not be held liable for any of the consequences of such interruptions and shall not be considered a breach of this agreement.
Higher Images email service and network including, without limitation, email addresses, is owned by Higher Images Inc. and Higher Images Inc. establishes practices and limits concerning your email account, which practices and limits may be changed from time to time. Limits may include, without limitation, the period of time your email will be retained; the number, size and type of email messages and attachments you may send and receive; and the amount of space allocated to your email storage. Email in inactive or terminated accounts may be deleted in accordance with Higher Images Inc.’s policies. You agree to use Higher Images Inc. email services only to send and receive personal messages. Higher Images Inc. prohibits unsolicited email to be sent or received through the Services, and uses a variety of techniques to eliminate or minimize email or attachments that Higher Images Inc. believes are unsolicited, inappropriate or harmful. In doing so, Higher Images Inc. may block or delete email or attachments sent by you or to you, even though such email or attachments may not be unsolicited, inappropriate or harmful. You understand that unless otherwise specified in your service level or plan terms, Higher Images Inc. does not utilize anti-virus software or services to scan for viruses. If your service level or plan terms do include anti-virus software or services, you understand that that not all viruses can be detected and/or cleaned. You are responsible for any damages caused by your decision to download any email or attachments.
You agree that Higher Images Inc. is not responsible for any email or attachments that are blocked or deleted for any reason and that you have no right, and Higher Images Inc. has no obligation, to retrieve or access any such deleted or blocked email or attachments. You agree that Higher Images Inc. is not responsible for any email or attachments that it fails to block or delete, even if such email or attachments contain viruses or are otherwise harmful to your computer.
Without limiting the generality of Higher Images Inc.’s rights as set forth in this Agreement, Higher Images Inc. reserves the right to change your email address and associated member ID if, in Higher Images Inc.’s sole discretion, it is inappropriate or infringes on the rights of a third party.
Applications and E-Commerce
Database, Application and E-Commerce Development Terms & Conditions: Higher Images Inc. cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
Your Store (Shopping Cart) & Content Control
Control of Your Store (Shopping Cart).
You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filing customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that Higher Images Inc. has no obligation to back-up any data related to Your Store’s operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.
Control of your Store’s (Shopping Carts) Content.
You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether Higher Images Inc. provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated content on and related to Your Store. As a conduit, Higher Images Inc will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by Higher Images Inc. under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by Higher Images Inc. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in this secion of this Agreement, Higher Images Inc. is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with this Section of this Agreement.
You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, Higher Images Inc and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Higher Images Inc has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Higher Images Inc. believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on Higher Images Inc. Servers may create liability for Website Pros, You agree that Higher Images Inc. may take any actions with respect to the content or materials or Your Store that Higher Images Inc. believes are prudent or necessary to minimize or eliminate Higher Images’s Inc. potential liability. Higher Images Inc. shall, as applicable, be the sole judge of what content or materials may create liability for Higher Images Inc.
Any scripts, cgi applications or software (unless specifically agreed) written by Higher Images Inc. remain the copyright of Higher Images Inc. and may only be commercially reproduced or resold with the permission of Higher Images Inc..
Where applications or sites are developed on servers not recommended by Higher Images Inc., the client is expected to provide or seek any information,additional software,support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
The client is expected to test fully any application or programming relating to a site developed by Higher Images Inc. before being made generally available for use. Where “bugs”, errors or other issues are found after the site is live, Higher Images Inc. will endeavor (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief
Higher Images Inc. will endeavor to ensure that any developed/designed site or application will function correctly on the server it is initially installed in and that it will function correctly when viewed with the web browsing software Microsoft Internet Explorer Version 6 and to an acceptable level with Mozilla browsers. Higher Images Inc. can offer no guarantees of correct function with all browser software.
Higher Images Inc. implies no guarantees as to the availability or interruption of this service. Higher Images Inc. cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss.
Higher Images Inc. reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.
Payment of Accounts
A deposit is required from any new client before any work is carried out. It is the Higher Images Inc. policy that any outstanding accounts for work carried out by Higher Images Inc. or its affiliates are required to be paid in full, no later than 30 days from the date of the invoice unless by prior arrangement with Higher Images Inc..
Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
If accounts are not settled or Higher Images Inc. have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (ccj’s) being added to the clients credit rating.
Following consistent non payment of an invoice our Solicitors will contact the client in question, with a view to taking the matter further and if need be to seek payment through legal procedures, and if necessary court summons.
Warranties and Responsibilities
You are responsible for providing and maintaining all personal computer and communications equipment and Internet access accounts necessary to gain access to this website.
You are responsible for providing and maintaining all personal computer and communications equipment and Internet access accounts necessary to gain access to this website.
In consideration of your use of the website, you agree to provide true, accurate, current and complete information about yourself.
You agree to use the website in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through the website any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer.
Cancellations of Domain Hosting, Websites and Email
All cancellations done between the 1st and the 15th of the month will have a ending date of the last day of that calendar month. All cancellations done between the 16th and last day of the month will have and ending date of the last day of the NEXT Month. Cancellations MUST BE DONE via email to firstname.lastname@example.org or via our support desk at http://support.higherimages.com.
NOTE / EXAMPLE: A cancellation that is given to us on the 1-15 June would have an effective end date of 30 Jun. A cancellation that is given to us on the 16 – 30 June would have an end date of 31 July
Exclusion of Liability
To the fullest extent permitted by applicable laws we, on behalf of our employees, agents, suppliers, and contractors exclude liability for any losses and expenses of whatever nature and howsoever arising including, without limitation, any direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if we have been advised of the possibility of such damages or losses, arising out of or in connection with the use of this website or any website with which it is linked. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS website OR ITS CONTENTS, WHICH ARE PROVIDED FOR USE “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS website AND ANY website WITH WHICH IT IS LINKED. WE DO NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR E-MAIL SENT FROM US WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA THIS website, OR ANY website WITH WHICH IT IS LINKED, IS ACCURATE, COMPLETE, OR CURRENT. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
The information and all other materials on this website are provided for general information purposes only and do not constitute professional advice. It is your responsibility to evaluate (or take professional advice on) the accuracy and completeness of all information, statements, opinions and other material on this website or any website with which it is linked.
Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.
1. General. Welcome to proposalnow.com, a web site and/or online proposal system owned and operated by Higher Images, Inc. and distributed by Higher Images, Inc. and its affiliates. As part of our service, Higher Images, Inc. agrees to provide you with a means for generating proposals subject to the terms of this Agreement (“Proposal Services”). Use of this site to generate a proposal signifies your agreement to these Terms of Service.
2. Rights. This site and the linked to site are owned and operated by Higher Images, Inc. and contain material which is derived in whole or in part from Higher Images, Inc. and is protected by international and U.S. copyright, trademark, patent and other intellectual property laws. Your only rights are those specified herein. You may not reverse engineer, modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material from this site including code and software. You may print any generated proposal or material from this site solely for your own use and distribution, provided you keep intact all intellectual property notices and other proprietary notices.
3. Service Limitations. In providing the Proposal Services, Higher Images, Inc. and our web site act only as a means to generate proposals by organizing data for presentation to and review by potential buyers who may or may not accept your proposal. Your proposal may or may not be legally construed as a contractual offer. Higher Images, Inc. has no role in any transaction between you and any potential buyer. Higher Images, Inc. urges you to obtain independent business and legal support as you may require to effectively enter into a binding transaction.
4. Restrictions. Higher Images, Inc. does not control the messages, information or files you use for your Proposals. It is a condition of your use of the Proposal Services and this Web Site that your proposal data does not include any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law. Furthermore, you shall not restrict or inhibit any other user or competitor from using and enjoying this web site and the Proposal Services.
5. Limitation of Liability. Under no circumstances, including, but not limited to negligence, shall Higher Images, Inc., its subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use Higher Images, Inc. materials. You specifically acknowledge and agree that Higher Images, Inc. is not liable for any defamatory, offensive or illegal conduct of any user. If you are dissatisfied with any material, or with, any of Higher Images, Inc. terms and conditions, your sole and exclusive remedy is to discontinue using the Higher Images, Inc. web site. Your use of this site also signifies your release of Higher Images, Inc. and its affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of these Proposal Services.
6. Disclaimer. The materials in this site are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Higher Images, Inc. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Higher Images, Inc. does not warrant that any generated proposal will be error-free or the functions contained in the Proposal Services will be uninterrupted or error-free, that defects will be corrected, or that this site, or the server that makes it available, are free of viruses or other harmful components. Higher Images, Inc. does not warrant or make any representations regarding the use or the results of the use of the materials in this site or in third-party sites in terms of their correctness, accuracy, timeliness, reliability or otherwise.
7. Confidentiality. Higher Images, Inc. recognizes that you may have occasion to send and have processed information that is considered by you to be confidential or proprietary, including know-how, specifications, drawings, cost or pricing data, customer or vendor lists, bills, ideas, and /or any other written or tangible material referring to the same (Confidential Information). All information used to generate a proposal is not reviewed by Higher Images, Inc., rather it is automatically processed and organized by our server-based software. Such processing is done securely. Should any Confidential Information require access and/or review by Higher Images, Inc. as a result of any technical support or any other reason both during the terms of the Proposal Services and thereafter, Higher Images, Inc. agrees to (1) maintain in confidence such Confidential Information; (2) use all reasonable and prudent precautions to ensure that all such Confidential Information is properly protected and kept from disclosure to unauthorized persons; and (3) refrain from directly or indirectly utilizing such Confidential Information in its own business or disclosing such Confidential Information to any third party unless such Confidential Information is not deemed to be confidential because it is in the public domain.
8. Copyrights and Trademarks. You represent to Higher Images, Inc. and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Higher Images, Inc. for inclusion in your generated proposal are owned by you, or that you have permission from the rightful owner to use each of these elements and shall indemnify, hold harmless, protect, and defend Higher Images, Inc. and is subcontractors from any loss, cost, liability, expense, or damage, including, any claim or suit, threatened or actual attorneys’ fees, costs, and expenses, arising from the use of such elements furnished by you.
9. Termination. Either party hereto may terminate this Agreement for any reason, with or without cause, upon written notice of termination given to the other party at least thirty (30) days prior to the end of the then prevailing term of this Agreement. In the event of termination, you are no longer authorized to access any software or server of Higher Images, Inc. and the disclaimers and limitations of liabilities set forth in this agreement, shall survive. The parties expressly agree this termination provision of section 9 relates solely to the proposalsnow.com website and service and that any terms and conditions between the parties including but not limited to those for website design, search engine optimization and ranking services shall remain in force, including the payment provisions. Since the instant proposal services are billed monthly on the first of each month, unless the terminating party terminates this agreement upon the first of the month, the terminating party will be billed for the following month.
10. Entire Agreement; Amendments. This Terms of Service Agreement and any agreed upon fee constitute the entire agreement between Higher Images, Inc. and you with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. Higher Images, Inc. may amend or modify this Terms of Service Agreement or impose new conditions at any time without prior notice. Such amendments and modifications shall be effective immediately upon notice thereof which may be given by means including, but not limited to, posting on the Web Site. Any use of the Proposal Services by you after such notice shall be deemed to constitute acceptance by you of such amendments, modifications or new conditions.
11. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any principles or conflicts of law.
12. Severability. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Termination of Products or Services
Termination. Either party hereto may terminate this Agreement for any reason, with or without cause, upon written notice of termination given to the other party at least thirty (30) days prior to the end of the then prevailing term of this Agreement. Since our services are billed monthly and to coordinate necessary transfers, upon termination the terminating party will be billed for the thirty (30) day period following termination. In the event of termination, you are no longer authorized to access any software or server of Higher Images, Inc. and the disclaimers and limitations of liabilities set forth in this agreement, shall survive.