This Web Marketing Agreement is between SCULPT Marketing Group and the person/persons who use our website services and internet marketing service. Please read carefully to ensure you understand our terms before purchasing any of our products or services.
Services
SCULPT Marketing Group agrees to provide the services stated for the price agreed at any given time. We do not miss lead customers with hidden costs unlike many other internet marketing companies.
Payments
All Websites Design services are half down and half COD. SCULPT Marketing Group reserves the right to change prices at any time, unless other terms have been agreed upon. Any account not brought current within a week (7 days) of e-mail notice or exceeding this time frame in any way is subject to suspension. YOU are responsible for all fees owed on the account from the time it was established to the time that YOU notifie SCULPT Marketing Group to request for termination of services. We are based in the United States and our websites currency is USD.
Cancellation and Early Termination
Customers must cancel in writing. The half down payment is non-refundable. Customers are responsible for the remaining half at the time the website is complete. If customer ails to pay the balance on the website, the website will be removed from the internet until the invoice is completely paid.
IMPORTANT NOTE – SCULPT Marketing Group has the right to discontinue service, or deny access to anyone who violates our policies or the terms and conditions.
We do not design or market any for of pornographic content, illegal content, copyright infringement, trademark infringement, warez sites (including links to/from), cracks, software serial numbers, proxy-relaying, link farming (the act of or by use of scripts), link grinding, link-only sites, spamdexing, FFA (Free-For-All) and/or anything else determined by SCULPT Marketing Group to be unacceptable use of our services.
Customer Information
Customer represents and warrants to SCULPT Marketing Group that the information he, she or it has provided and will provide to SCULPT Marketing Group for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to SCULPT Marketing Group that he or she is at least 18 years of age. SCULPT Marketing Group may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract.
TECHNICAL SUPPORT BOUNDARIES
SCULPT Marketing Group provides technical support for YOU that encompasses within our area of expertise only. Such expertise includes website related issues.
Unlike many web development companies We do our best to help with scripts, templates and programing languages. However, under no circumstances is SCULPT Marketing Group obligated to help YOU in the installations of new application modules, templates and/or programming languages, nor in providing assistance for any errors produced by any applications that have been modified by YOU previously.
Indemnification
Customer agrees to indemnify and hold harmless SCULPT Marketing Group, SCULPT Marketing Group’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.
YOU AGREE TO DEFEND,INDEMNIFY AND HOLD HARMLESS SCULPT Marketing Group AGAINST LIABILITIES ARISING OF:
(1) ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH SCULPT Marketing Group.
(2) ANY MATERIAL SUPPLIED BY THE CUSTOMER INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY
(3) COPYRIGHT INFRINGEMENT AND
(4) ANY DEFECTIVE PRODUCTS SOLD TO CUSTOMER FROM SCULPT Marketing Group.
Limitation of Damages
Neither party shall be liable to the other for any lost profits or any indirect, special incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.
Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of SCULPT Marketing Group and any of its employees, agents or affiliates, under any theory of the law (including breach of contract, tort, strict liability and infringement) shall be a payment of money not to exceed the initial half down payment from customer.
Suspension of Services/Termination
Customer agrees that SCULPT Marketing Group may suspend services to Customer without notice and without liability if: (i) SCULPT Marketing Group reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) SCULPT Marketing Group reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay SCULPT Marketing Group reasonable reinstatement fee if service is SCULPT Marketing Group following a suspension of service under this subsection.
The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if SCULPT Marketing Group fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. The Agreement may be terminated by SCULPT Marketing Group prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon five (5) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from SCULPT Marketing Group describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon five (5) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
If you break our terms of service/acceptable usage policy we hold the right to cancel any services. We will never cancel any services without trying our best to resolve the problem with you. However in extreme cases such as an account containing child pornography we hold the right to cancel services without any prior warning. We do not refund any accounts breaking our terms of service/acceptable usage policy. For example if we cancel your hosting account during your first month for breaching copyright, we will not refund you for the first month. This is to prevent people signing up for our services with the intention of breaching our terms.
Request For Customer Information
Customer agrees that SCULPT Marketing Group may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that SCULPT Marketing Group believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Back Up Copy
Customer agrees to maintain a current copy of all content provided by SCULPT Marketing Group not with standing any agreement by SCULPT Marketing Group to provide back up services.
Notices
Notices to SCULPT Marketing Group under the Agreement shall be given via electronic mail to the e-mail address posted for customer support. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
Force Majored
SCULPT Marketing Group shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond SCULPT Marketing Group’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Governing/Law Disputes
The Agreement shall be governed by the laws of the State of Texas, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.
Miscellaneous
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer’s purchase order or other business forms are not binding on SCULPT Marketing Group unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without SCULPT Marketing Group’s prior written consent. SCULPT Marketing Group’s approval for assignment is contingent on the assignee meeting SCULPT Marketing Group’s credit approval criteria. SCULPT Marketing Group may assign the Agreement in whole or in part. This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.
Copyright Files
All files provided to SCULPT Marketing Group must be legally-owned and be accompanied with a valid license and/or copyright. This include and is not limiting to MP3, AVI, MID, MIDI, MPG, MPEG, MOV, EXE, ISO. Should we discover any unlicensed and/or illegal files within YOUR account, the files will be subjected to deletion.
CANCELATION OF SERVICE
SCULPT Marketing Group reserves the right to cancel a service at any time. All fees paid in advance of cancellation will be pro-rated and paid by SCULPT Marketing Group if we institutes our right of cancelation. Any violation of policies which results in extra costs billed to YOU.
PROMOTIONAL RATES & SPECIAL OFFERS
SCULPT Marketing Group may offer subsequent promotional rates or special offers, the terms of which may or may not be more favorable than the terms and conditions for YOUR Services. Any such promotions or modifications shall not effect YOUR obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement, shall govern. Different promotional fees and special offers may not be combined together.
INTELLECTUAL PROPERTY RIGHTS
Material accessible to you through SCULPT Marketing Group’s services may be subject to protection under the United States or other copyright laws, or laws protecting trademarks, trade secrets and proprietary information. Except when expressly permitted by the owner of such rights, YOU must not use SCULPT Marketing Group or its servers and network in a manner that would infringe, violate, dilute or misappropriate any such rights, with respect to any material that you access or receive through the SCULPT Marketing Group network. If YOU use a domain name in connection with SCULPT Marketing Group or similar service, YOU must not use that domain name in violation of any trademark, service mark, or similar rights of any third party.
ELECTRONIC COMMERCE
YOU will be solely responsible for the development, operation and maintenance of YOUR online store and products along with all content and materials appearing online or on YOUR products, including without limitation:
(a.) the accuracy and appropriateness of content and materials appearing within the store or related to YOUR products,
(b.) ensuring that the content and materials appearing within the store or related to YOUR products do not violate or infringe upon the rights of any third party, and
(c.) ensuring that the content and materials appearing within the store or related to YOUR products are not libelous or otherwise illegal. YOU will be solely responsible for the final calculation and application of shipping and sales tax. YOU will also be solely responsible for accepting, processing, and filling any customer orders, and for handling any customer inquiries or complaints arising there from.
YOU are also responsible for the security of any customer credit card numbers and related customer information YOU may access as a result of conducting electronic commerce transactions through YOUR website. YOU will keep all such information confidential and will use the same degree of care and security as YOU use with your confidential information.
STATIC & DYNAMIC CONTENT CACHING
YOU expressly
(i) grant to SCULPT Marketing Group a license to cache the entirety of YOUR website, including content supplied by third parties, hosted by SCULPT Marketing Group under this Agreement and
(ii) agree that such caching is not an infringement of any of YOUR intellectual property rights or any third party’s intellectual property rights.
HOSTING & DOMAIN NAME REGISTRATION
YOU are responsible for your hosting and domain registration
LAWFUL PURPOSE
SCULPT Marketing Group reserves the right to refuse service to anyone. YOU may only use SCULPT Marketing Group services for lawful purposes and our services may not be used for illegal purposes or in support of illegal activities. We reserve the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing. If anything is not legal in the United States of America, it is not permitted to reside on our servers. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes but not limiting material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Examples of non-acceptable content or links: “Pirated Warez”, OGG, AVI, MPEG, ISO, “Hacker programs or archives”, “Copyrighted Digital Movie Copies (DIVX)” and “Unlicensed MP3”. The designation of any materials as such described above is left entirely to the discretion of SCULPT Marketing Group management.
If illegal content or usage is found, the account will be suspended and/or terminated. YOU agree that SCULPT Marketing Group may disclose any and all YOUR information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification.
Regardless of the place of signing this agreement, YOU agree that for purposes of venue this contract is entered in Dallas, Texas, and any dispute will be litigated or arbitrated in Spring, Texas. Defendants further waive all objections to venue and acknowledge that venue in any such litigation will be held in Dallas courts. IN NO EVENT SHALL SCULPT Marketing Group’S MAXIMUM LIABILITY EXCEED FIVE HUNDRED ($500.00) DOLLARS.
PRIVACY STATEMENT
SCULPT Marketing Group follows the strict guidelines of our customer privacy statement. Please make sure you understand this statement fully.
