You hereby appoint us as your attorney in fact and agent for the purposes of accessing certain accounts that you have(each an “Account”) with social media
portals (each a “Channel”) and performing the Services, in part, through our use of your Accounts on your behalf in that capacity.
You shall maintain your Account with each Channel on which you instruct us to perform the Services and you shall ensure that neither you nor any of your agents or representatives commit any act or omission that could jeopardize the validity of your Account or otherwise act out of compliance with the terms and conditions of the Channel. You are solely responsible for each Account and for the legal terms and conditions applicable thereto. Notwithstanding our accessing the Accounts to provide the Services, we assume no responsibility for the activity in the Account, except and to the extent that we use it to commit fraud, as determined by a court of competent jurisdiction. You acknowledge and agree that our performing the Services for you may create liabilities on your part to the Channels and that you shall assume all such liabilities in addition to your liability for Fees hereunder. For example, but without limitation, if you instruct us to purchase advertising within a Channel, the Channel or we will collect payment from you for that advertising.
The Services shall consist of hosting your website and setting up your website, maintaining your website, using our software to run your website (“Client Offering”) through the Account on the Channel. Depending on your selections made in this Agreement or on our Site the Services may include some or all of the following or such other Services as we may offer to you: (a) establishing a new Account in your name on a given Channel; (b) publishing messages through your Account with Channels; or (c) activating advertising campaigns within the Channel through your Account. We will propose certain specific messages that we propose posting on the Channels (the “Client Content”). Channels have varying abilities to tailor Client Content to its original format, so you agree that we will not always honor the precise format or complete wording of approved Client Content. You may not procure the Services for or on behalf of a third party. All web design customers use our software to run your website, we license all templates and software to every customer. “Powered by RocketFire” will be placed in the footer of your website with a link back to our website – www.rocketfiremarketing.com.
We are not required to travel or due face to face meetings as we build and maintain your website. We can work remotely on your website. the customer is required to complete a check list of content to be published on their website, we simply build, maintain, host and power our clients websites with our software. We are not content creators
We are not responsible if your website gets hacked, we can help prevent attacks on your website but it is not guaranteed. Hackers use many different methods to break into a website and it is impossible to know all of their methods.
You are liable to pay for our fees (the “Fees”) for the Services, such as they have been posted on the Site or in a fee schedule attached to this Agreement. Fees are payable in advance of delivery of the Services. Fees are non‐refundable. If the fees are not received your website or marketing campaign will come to a halt and your site will be shut down until payment is received.
Processing fees – we require all customers to pay for credit card processing fees at 3% +$0.30 per transaction of the cost of our service provided. example: you pay RhinoShock $200/mo + processing fee of 6.30 per month.
The term of this Agreement shall begin as of when you accept this Agreement either in writing or electronically and shall end twelve (12)months thereafter (the“Initial Term”). At the end of the Initial Term, the term of this Agreement shall automatically renew on a month to month basis (each a “RenewalTerm”) unless terminated by either party upon thirty (30) days written notice to the other party. The Initial Term, and all Renewal Terms, if any, together, shall be referred to as the “term” of this Agreement. We may terminate this Agreement at any time on notice to you by email. You may terminate our supply of the Services at any time provided that you shall remain liable for all Fees for Services for the then current term, even if there are several months remaining in such term. You may cancel this transaction anytime within thirty days from the below date.
6. Client Content.
You are required to accept or reject all proposed Client Content through our Site or through e‐ mail within twenty‐ four (24) hours of our sending it to you. Failure to approve Client Content within such delay will not relieve you of your obligation to pay Fees or any of your other obligations under this Agreement. Once we have received your approval on Client Content, we will publish it on the selected Channels. Your approval of the Client Content, by any means, constitutes your representation, warranty and covenant that, at all relevant times, during and following the term of this Agreement: (i) you have all right title and interest in the Client Content and Client Offerings, including without limitation all intellectual property rights therein, and you also have the right to use it in the form in which it will be used through the Services on the Channels; (ii) none of the Client Content or any of the Client Offerings are illegal in any state in the United States or in any jurisdiction in which you have or propose to have customers;
(iii) the Client Content is true and not misleading; (iv) you have all necessary licenses to sell the Client Offerings; (v) none of the Client Offerings or Client Content is or contains any links to any illegal or offensive sites or services; (vi) none of the Client Offerings or Client Content are in any way associated with narcotics, illegal substances, controlled substances, child pornography, gaming, gambling, betting, e‐ wallets, aggregators or other illegal or disreputable (as determined by us) offerings or parties.
You shall defend, indemnify and hold harmless us, its directors, officers, employees, agents, assigns, and successors‐
in‐ interest from and against any and all third‐ party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from (i) your performance under this Agreement including, without limitation, performance, nonperformance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or willful acts or omissions of you or your agents and/or employees; (iii) any statements, claims, representations or warranties made by you or your agents and/or employees, relating to the Client Offering or Client Content or any other matter; and (iv) any claim by a Channel against us on account of our performance hereunder. This provision shall survive termination of this Agreement and applies to claims in relation to the Services or causes of action arising thereafter.
If any information provided by you are found to be inaccurate or false or if you are unable to pay your monthly/yearly bill we may immediately suspend or terminate the Services.
9. NO WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY IMPLIED
WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‐ INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY US OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE. THIS PROVISION SURVIVES TERMINATION OF THIS
AGREEMENT. THE SERVICES DO NOT GUARANTEE THAT YOUR BUSINESS WILL INCREASE OR THAT THEY WILL IN ANY WAY IMPROVE YOUR PROFITABILITY OR EXPOSURE.
10. LIMITATIONS OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WE, OUR CLIENTS,
AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF WE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL OUR LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE ACCOUNT FEES ACTUALLY PAID TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THIS PROVISION SURVIVES TERMINATION OF THIS
11. Governing Law.
This Agreement shall be governed pursuant to the laws of the State of Utah. The venue for any disputes arising hereunder
shall be Utah County, Utah.
In the event of any dispute, claim, question, or disagreement between the parties arising from or relating to this Agreement or thebreach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consultand negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to bothparties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial
Arbitration Rules. Each party to the dispute shall appoint their respective arbitrator. The arbitrator selected by the claimant and the arbitrator selectedby respondent shall, within 10 days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, the parties or their attorneys may request the American Arbitration Association to appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed shall provide an oath or undertaking of impartiality. The place of arbitration shall be in Utah County, Utah.
13. Mutual Waiver of Jury Trial.
Because disputes arising in connection with complex transactions are most quickly and economically resolved
by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this agreement hereby waives all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort or otherwise, arising out of, connected with, related or incidental to this agreement or the transactions contemplated hereby.
14. Paper or Electronic Acceptance.
This Agreement may be accepted and entered into either by paper signature of the Merchant or by electronic acceptance of the terms of this Agreement, which acceptance shall constitute an electronic record of the Agreement between the parties. By signing below the undersigned individual represents that (i) they are duly authorized representative of the Merchant identified above; (ii) hereby acknowledges that Merchant has read and understands this Agreement and Operating Procedures and agrees to be bound by their terms attached hereto (the “Agreement”) s; (iii) represents that the information provided by Merchant in this Agreement is true, complete and not misleading; (iv) RhinoShock LLC and its agents to credit and debit the Designated Automatic Funds Transfer Account or Credit Card in accordance with thisAgreement; and (v) the cardholder of the credit card identified above authorizes the issuer of the card to charge to them, through the card, the amounts payable by Merchant under this Agreement.
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