CLIKNETWORK.COM TERMS OF SERVICE AND CONDITIONS AGREEMENT
Thank you for joining cliknetwork.com. It is our pleasure to design and maintain a great website for you and watch your company grow. By using the services of Cliknetwork.com, LLC (“Cliknetwork”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
Cliknetwork reserves the right to update and change the Terms of Service from time to time without notice. Any new features that enhance the current Service, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
- You acknowledge and understand that you are entering into this Terms of Service and Conditions Agreement for the design, building, hosting and management of your new website. Cliknetwork.com will be the primary developer of your new website, and will be responsible for the initiation, fulfillment, maintenance, and billing charges.
- You understand that it is your responsibility to provide written text, company logos, company colors and images of your work within 60 days of the commencement of your membership. If this information is not provided within 60 days, you understand that Cliknetwork will work in your best interest and launch your website with the information available. You alone are responsible for the accuracy and adequacy of the information you provide.
- You must provide your legal full name, a valid email address, your company EIN, and any other information requested in order to complete the signup process.
- You are responsible for maintaining the security of your account and password. Cliknetwork cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- The information contained on your website is copyrighted to Cliknetwork.
- You are responsible for all content posted and blog activity that occurs on your website.
- You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). Violation of any of the terms below will result in the termination of your membership.
PAYMENT AND REFUNDS
- A valid credit or debit card is required for each account. You must provide complete and accurate billing information.
- You understand that your monthly or yearly payments will be charged via Cliknetwork by credit or debit card, depending on your preferred method of payment and website plan. The monthly membership is based on ongoing payments for a minimum of 36 months and is non-refundable.
- You understand that your monthly payments will be used primarily to pay for your website over a 36 month period, which includes monthly site updates, basic “Organic” search engine optimization on major search engines, such as Google and Bing, and other services based on your website plan.
- You authorize Cliknetwork to charge your credit or debit card an initial and non-refundable charge of $1000 upon the commencement of your membership.
- You agree that there are no payment refunds, credits or chargebacks after you have been charged, regardless of the reason whatsoever. In order to treat everyone equally, no exceptions will be made.
- If you default on monthly payments, the entire outstanding balance will become immediately due and payable. The website will be taken offline until payment is made. If payment is not made, your account will be sent to collection.
- You shall be responsible for all collection or legal fees necessitated by lateness or default in payment. We reserve the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
UPGRADING AND DOWNGRADING TERMS
- For any upgrade in plan level, your credit or debit card that you provided will automatically be charged the new plan rate on your next billing cycle.
- A complete new website redesign, during the initial 36 month term, will restart your membership for an additional 36 month term.
- After your 36 month term, you have the option to receive a complete website re-design, downgrade services, discontinue services, or choose to continue our services on a month-to-month basis.
- Downgrading your Service at the end of your 36 month term may cause the loss of content, features, or capacity of your website. Cliknetwork does not accept any liability for such loss.
- You shall pay additional charges for changes requested which are outside the scope of the membership plan on a time and materials basis, at our standard hourly rate of $120 per hour. Such charges shall be in addition to all other amounts payable under the agreement, despite any maximum budget, contract price, or final price identified therein. We may extend or modify any delivery schedule or deadlines as may be required by such changes.
- We will do our best to review changes and to promptly either
(i) approve the changes in writing or (ii) provide written comments and/or corrections sufficient to identify your concerns, objections or corrections. We shall be entitled to request written clarification of any concern, objection or correction. You acknowledge and agree that our ability to meet any and all schedules is entirely dependent upon your prompt performance of your obligations to provide materials and written approvals and/or instructions. Any delays in providing information, materials, and approvals may delay delivery. Any such delay shall not constitute a breach of any term, condition or our obligations under this agreement.
- We will exercise commercially reasonable efforts to test your website and make all necessary corrections prior to making your website “Live.” Within 5 business days of receipt, you shall notify us in writing of any failure to comply with the specifications set forth in the agreement, or of any other objections, corrections, changes or amendments you wish made. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and we will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from you, the website shall be deemed accepted.
You acknowledge that you shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with other parties;
(b) provision of your content in a form suitable for reproduction or incorporation into the website without further preparation; and
(c) final proofreading and in the event that you have approved the website but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, you shall incur the cost of correcting such errors.
CANCELLATION AND TERMINATION
- You agree not to cancel your website or payment within the first 36 months of your website “Live” date.
- You understand that if you do cancel, your payments within 36 months of your website “Live” date are still due. You will owe the unpaid balance of the remaining months and your credit or debit card will be automatically billed until the end of the 36 month term. If your payment declines, the entire outstanding balance becomes due and payable immediately. If payment is not made, your account will be sent to collection.
- You understand that if you do cancel within 36 months of your website “Live” date, you will not be able to take ownership of the website domain name, unless you had registered it yourself via a third party registrar. If we register your domain name, you will be required to pay a $100 domain name transfer fee before we release the domain name to you. At that time we will transfer the domain name and ownership to you through the domain registrar.
- You understand that if you do cancel within 36 months of your website “Live” date, and your payment method is declined, your website will be taken offline until full payment is made.
- The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Nevada without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
- In the event of any controversy or claim arising out of or relating to this agreement, or a breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement amicably between themselves. To this effect, upon the written request of any party, they shall consult and negotiate with each other, in good faith and in an attempt to reach a just and equitable solution satisfactory to both parties.
- If the parties do not reach such solution within a period of 60 days, the sole remedy of the party who wishes to pursue such dispute shall be to file an action in a court of competent jurisdiction located in Clark County, Nevada.
- The parties agree that neither party shall seek punitive damages, double or treble damages, or any other damages that are in the nature of a penalty or punishment in such action.
- The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Nevada. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. You acknowledge that Cliknetwork will have no adequate remedy at law in the event you uses the deliverables in any way not permitted hereunder, and hereby agrees that Cliknetwork shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
WARRANTIES AND REPRESENTATIONS
By You. You represent, warrant and covenant to Cliknetwork that
(a) You own all right, title, and interest in, or otherwise have full right and authority to permit the use of your content,
(b) to the best of your knowledge, your content does not infringe the rights of any third party, and use of the content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) You shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) You shall comply with all laws and regulations as they relate to the Services and Deliverables.
(a) Cliknetwork hereby represents, warrants and covenants to you that Cliknetwork will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Cliknetwork further represents, warrants and covenants to you that (i) except for Third Party Materials and you content, the Final Deliverables shall be the original work of Cliknetwork and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Cliknetwork, Cliknetwork shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Cliknetwork to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Cliknetwork’s knowledge, the Final Art provided by Cliknetwork and Cliknetwork’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event you or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Cliknetwork shall be void.
Except for the express representations and warranties stated in this agreement, Cliknetwork makes no warranties whatsoever. Cliknetwork explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
By You. You agree to indemnify, save and hold harmless Cliknetwork from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of your responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Cliknetwork shall promptly notify you in writing of any claim or suit;
(a) You have sole control of the defense and all related settlement negotiations; and
(b) Cliknetwork provides you with commercially reasonable assistance, information and authority necessary to perform your obligations under this section. you will reimburse the reasonable out-of-pocket expenses incurred by Cliknetwork in providing such assistance.
By Cliknetwork. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Cliknetwork agrees to indemnify, save and hold harmless you from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Cliknetwork’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of your gross negligence or misconduct of provided that
(a) You promptly notify Cliknetwork in writing of the claim;
(b) Cliknetwork shall have sole control of the defense and all related settlement negotiations; and
(c) You shall provide Cliknetwork with the assistance, information and authority necessary to perform Cliknetwork’s obligations under this section. Notwithstanding the foregoing, Cliknetwork shall have no obligation to defend or otherwise indemnify you for any claim or adverse finding of fact arising out of or due to your content, any unauthorized content, improper or illegal use, or the failure to update or maintain any deliverables provided by Cliknetwork.
Limitation of Liability. The services and the work product of Cliknetwork are sold “as is.” In all circumstances, the maximum liability of Cliknetwork, its directors, officers, employees, design agents and affiliates (“Cliknetwork Parties”), to you for damages for any and all causes whatsoever, and your maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Cliknetwork. In no event shall Cliknetwork be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Cliknetwork, even if Cliknetwork has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Deficiencies. Subject to your representations and warranties in connection with your content, Cliknetwork represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by your content, modifications, alterations or changes made to Final Deliverables by you or any third party after delivery by Cliknetwork, or the interaction of Final Deliverables with third party applications such as Web browsers. The parties acknowledge that your sole remedy and Cliknetwork’s sole liability for a breach of this Section is the obligation of Cliknetwork to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Cliknetwork, Cliknetwork’s sole obligation shall be to substitute alternative Third Party Materials.
UPDATES AND SITE MAINTENANCE
- Website Maintenance is defined as keeping your website up-to-date, not a complete redesign. You understand that minor website changes, updates and organic SEO for up 2 hours per month are included as part of your monthly membership, which also includes website hosting, storage and bandwidth. All additional work can be requested at our normal studio fee of $120/hour.
- We make every effort to make accurate changes and updates to your website, but it is your responsibility to review the changes and updates and notify us of any necessary changes. All requests for updates and revisions must be made in writing.
- Major website changes and updates such as a complete website redesign, navigational changes, new web pages, database driven applications or e-commerce integration will require additional charges based on the complexity and time needed to accomplish them.
- Technical support is included with your membership and available via phone Monday through Friday (7am – 5pm PST) and via email (24 hours a day/7 days a week).
- You understand that Cliknetwork uses third party vendors and hosting partners to provide the necessary hardware, software, networking, and related technology required to run the Service.
- We may, but have no obligation to, remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- Cliknetwork does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the quality of any products, services, or information will meet your expectations, and (iv) any errors in the Service will be corrected.
- You expressly understand and agree that Cliknetwork shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, or data, resulting from: (i) the use or the inability to use the service; (ii) statements or conduct of any third party on the service; (iii) termination of your account; or (iiii) any other matter relating to the service.
- The failure of Cliknetwork to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Cliknetwork and govern your use of the Service, superseding any prior agreements between you and Cliknetwork (including, but not limited to, any prior versions of the Terms of Service).
- No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. You are free to engage others to perform services of the same or similar nature to those provided by Cliknetwork, and Cliknetwork shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Cliknetwork.
- This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Cliknetwork and the work product or deliverables prepared by Cliknetwork shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to you are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
- Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Cliknetwork’s invoices may include, and you shall pay, expenses or costs that you authorize by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
- Notices. All notices to be given hereunder shall be transmitted in writing by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
- No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
- Force Majeure. Cliknetwork shall not be deemed in breach of this Agreement if Cliknetwork is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Cliknetwork or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Cliknetwork’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Cliknetwork shall give notice to you of Cliknetwork’s inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
- Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
- Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
- By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.
Questions about the Terms of Service should be sent to:
3300 Saint Rose Parkway
Henderson, NV 89052