AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") IS APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE RELATED SERVICES BETWEEN YOU ("Customer", "you" or "your") AND BLAZONCO LLC dba Blazonco ("Blazonco", "us", "we" or "our"). IF YOU DO NOT AGREE TO ALL OF THE TERMS SET FORTH HEREIN, DO NOT PROCEED WITH THE USE OF THIS SITE OR THE SERVICES OFFERED. BY AGREEING TO THE TERMS SET FORTH BELOW, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
- Services. Under the terms of this Agreement, Blazonco will provide you a website (the "Website") with information provided by you, which shall include creative design, page building, Blazonco content management system integration, built-in modules/apps, and industry leading quality assurance and customer service (collectively, the "Services"). Blazonco shall develop and host the Website on a network server accessible by the Internet via an assigned Universal Resource Locator ("URL") subdomain and register the Website URL with several World Wide Web Search Engines. You hereby grant to Blazonco and its subcontractors the necessary rights and licenses with respect to such Website to carry out obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Blazonco.
- Payment. Customer shall pay Blazonco for all Services provided at the then current and posted Service rates. Customer shall begin to accrue payment obligations hereunder upon Blazonco commencing Services on behalf of the Customer. Customer agrees to pay all fees incurred by Customer and billed to Customer. Billing is due upon receipt of invoice. Any amounts not paid when due shall accrue interest, of which the Customer agrees to pay, at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. A Thirty Dollar ($30 USD) fee will be assessed to Customer for any of the following reasons: (1) late payment, (2) payment with insufficient funds, (3) denied or invalid credit card number, or (4) restart of Service terminated for nonpayment. Payment shall be deemed late after the fifth (5th) day of the month and such payment is not received by Blazonco. Blazonco may change any fee, rate, or plan at any time upon notice to Customer in accordance with this Agreement. CUSTOMER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT ANY AND ALL FEES AND CHARGES ARE NONREFUNDABLE. Upon cancellation, Customer shall receive a final bill reflecting the balance due for any remaining charges and obligations.
- Customer Responsibilities.To provide the Services described herein, Customer shall be responsible for the following:
- Providing Blazonco with all necessary information, data, text, sound, images, photographs, graphics, music, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and any other materials (collectively, the "Content") in connection with development of the Website other than that which is supplied by Blazonco.
- Obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
- Contacting Blazonco for all changes and modifications to the Website and/or Services starting from the date of sale.
- Contacting Blazonco with notice of Customer's decision to cancel or discontinue the Services starting from the date of sale. Customer may cancel Services upon thirty (30) days written notice prior to their next billing cycle to email@example.com. If you've entered into a six-month or twelve-month contract and choose to terminate or cancel your service before your contract ends, you will be charged an early termination fee of $350.00.
- To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
- Providing current and updated contact information (including e-mail address and fax number) for Blazonco's use in contacting Customer concerning the Website.
- Confirming the accuracy of materials provided to Blazonco, including, without limitation, Website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
- Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
- Customer hereby represents to Blazonco that Customer is at least eighteen (18) years old and is responsible for supervising the activities of any underage user.
- Use.Customer will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Blazonco reserves the right to terminate or suspend Services without notice if such interference is determined by Blazonco to exist. Such interference or disruption includes, but is not limited to:
- use of the network to make unauthorized entry to other computational, information, or communications devices or resources, including but not limited to, unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without consent;
- wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums; and
- propagation of computer worms or viruses.
- Right to Suspend / Terminate.Blazonco reserves the right to deny, terminate, or suspend Services without notice to Customer if, in Blazonco's sole discretion, the Services are used by Customer in a manner that violates or may violate the following standards, and Blazonco reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Blazonco in its sole discretion deems to be:
Notwithstanding anything to the contrary herein, Blazonco reserves the right to suspend or terminate the Services with or without notice to Customer if Blazonco determines, in its sole discretion, that Customer has failed to comply with any of its obligations as set forth in this Agreement. Furthermore, Blazonco reserves the right to terminate the Services and remove the Website for any reason whatsoever upon sixty (60) days notice to Customer.
- In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
- An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Services, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely cyber-squatting.
- Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
- States or implies that the Website is placed by Blazonco or any party with a contractual relationship with Blazonco, or that such parties endorse the Customer's products or services.
- Blazonco neither sanctions nor permits hosted Website content or the transmission of data that contains pornographic, obscene or illegal material or fosters or promotes illegal activity. Blazonco reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Services rendered to Customer by Blazonco are an appropriate recompense to Blazonco for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Blazonco will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
- Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
- Violent or encouraging violence.
- Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
- Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
- Intentional holding of Blazonco (including its affiliates) or their employees or stockholders up to public scorn, ridicule, or defamation.
- Any chargeback issued by CUSTOMER is a material breach of this Agreement. If CUSTOMER initiates a chargeback in violation of this Agreement, Client agrees that Blazonco may dispute or appeal the chargeback and institute collection action against Customer.
- Remedy. The Services are provided on an "as is" and "as available" basis. Blazonco's entire liability and Customer's exclusive remedy against Blazonco for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Blazonco during the period of time that the Services contracted for were interrupted or not provided properly or continuously. The entire liability of Blazonco, and Customer's exclusive remedy against Blazonco for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. Blazonco disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Blazonco has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails.
- No Customer Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT ITS OWN RISK AND BLAZONCO DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BLAZONCO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
- Third Parties.Blazonco will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the Website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Blazonco, including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:
BLAZONCO DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
- the accuracy of materials provided to Blazonco, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer;
- acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
- acquiring any authorization(s) necessary for hypertext links to third party websites; and
- ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Blazonco shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Blazonco disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Blazonco will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Services or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements.
- Indemnity. Customer agrees to defend, indemnify, and hold harmless Blazonco and each of Blazonco's officers, directors, employees, agents, and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Blazonco in connection with the Website (including, but not limited to, Website content) or the URL; (ii) any and all losses, costs (including reasonable attorneys' fees), expenses, damages, assessments, or judgments (collectively, the "Liabilities"), resulting from any claim against any of such parties in connection with the Website; (iii) any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Content; and (iv) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Blazonco's reasonable legal fees and expenses (whether incident to the foregoing or to Blazonco's enforcement of said rights or defense and indemnity).
- Ownership. As between Customer and Blazonco, all Content provided by Customer to Blazonco for inclusion to the Website shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content. With the exception of Customer's ownership interest as set forth above in this Section, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Blazonco. Upon termination of the Services, should Customer desire to obtain the proprietary, copyright, or ownership rights to the Website, Customer must obtain express, written permission from Blazonco. In the event Blazonco assigns any ownership or proprietary rights to Customer, such ownership or proprietary rights assignment shall be limited to the actual URL address, Website and its underlying HTML script or coding as developed for Customer by Blazonco, but shall not include any rights to Blazonco's software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Blazonco's products or services, which shall remain the sole and exclusive property of Blazonco and its suppliers, affiliates, partners, and licensors.
- Attorneys' Fees. If any legal action is instituted between the parties in connection with this Agreement, including collection efforts, then the prevailing party shall be entitled to recover all of its costs and expenses, including court costs and reasonable attorneys' fees.
- Further Acts. The parties agree to execute and deliver such additional documents as any party shall reasonably request in order to effectuate the purposes of this Agreement.
- Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of California. The parties agrees that Orange County, California, shall be the proper forum to resolve any disputes regarding this Agreement.
- Severability. The provisions of this Agreement shall be severable, and the invalidity of any one such provision shall not affect the validity of any other provisions hereof.
- Waiver. Blazonco's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent Blazonco thereafter from enforcing each and every other provision of this Agreement.
- Amendment. Customer may not waive, modify or supplement, this Agreement in whole or in part, except with the written permission or amendment by Blazonco. Blazonco reserves the right to unilaterally modify and revise the terms of this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the notice provisions set forth herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the terms, and may only reject such modifications or revisions by canceling the Service.
- Notice. Notice to Customer shall be deemed effective when sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address. Notices required to be given by Customer may be made by calling Blazonco at 1-888-600-1030.
- Relationship. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Blazonco. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
- Assignment. Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Blazonco.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understandings of the parties hereto, oral or written, express or implied, are hereby superseded and merged herein.
Exhibit A - DOMAIN REGISTRATION AGREEMENT
Exhibit B - REFER A FRIEND