Our goal is to exceed your expectations by providing high-quality and professional consulting, development, marketing and web services to our clients. If you are not satisfied with the work, product(s) or marketing service(s), please tell us right away and we will attempt to correct any issue(s) within our control to ensure your complete and full satisfaction.
We provide an extensive portfolio and a preview of our project management system for you to view before hiring us for your project so you can see the quality level of our work and be completely comfortable working with us. For online marketing and advertising campaigns, we never guarantee a specific result online or in the search engine results because we do not control them, nor can we control user behaviors to your offer, product, service or solution. If you have any questions or reservations, please contact us prior to making a payment for services. Thank you!
Each time an invoice is paid, the then-current version of these terms and conditions will apply. We recommend that you check the date of our most recent update to these terms and conditions and review any changes since the last time you paid an invoice. All invoices reference these terms and conditions and provide the URL of this page. Although most changes are likely to be minor, we reserve the right, at any time and without notice, to add to, update, change, or modify these terms simply by posting a new version on this page. Any such addition, update, or change will be effective immediately upon publishing said update and/or updating this page. Your subsequent payments on future invoices are deemed as acknowledgment and consent to these terms and conditions.
A. Billing and Invoicing General Terms & Conditions —
Think Big Enterprises, LLC DBA Quantum Agency (hereinafter “Company” or “Contractor”) is the Company providing the products and/or services. Electronic and email communication are construed as a written notice in all communications by Company. These terms and conditions are referenced in all invoices issued by Company as these terms and conditions govern the invoiced services and the required amount due and payment(s) under the invoice. Invoices are due in full on the issue date unless otherwise stated below. Company may accept a deposit or provide payment arrangements as a courtesy to Customer but this shall not be construed as a waiver of the full balance due Company. Final payment on any invoice by Customer shall serve as notice and acknowledgment from Customer to Company that Customer is fully satisfied with the products or services rendered per the invoice and that Company has no further obligation on the services rendered by Company to Customer. Any and all payments made on an invoice shall be deemed to be full acknowledgment and acceptance of these terms and conditions by the Customer. In general, once payment is made on an invoice, no refunds will be issued as we begin work immediately and often render or deliver the products and/or services immediately or very quickly after payment is made. The customer acknowledges and understands this and both parties agree that the invoice is an agreement. Unless otherwise indicated by a primary or secondary written agreement, the invoice represents the full scope of the agreed-upon project and related products/services. Any changes, additions or revisions above and/or beyond the scope or the total time estimate provided in an invoice (where applicable) will incur additional billing charges in fifteen (15) minute billable increments at the standard wholesale rate of USD $40.00 per hour. Any scope changes or delays caused by the Customer may result in changes to the invoice and fees.
In general, an invoice is an agreement and shall become effective and due as of the date first issued by Company and terminate immediately upon final payment of the full balance due to Company. Invoices sent via email are considered written notice to Customer of the balance due. The Customer shall pay the Fees on or before the date due in accordance with the Invoice but not later than 7 days past the invoice date. Software development and website design projects may not be canceled in any way once the initial payment or the deposit is paid by the Customer. Company requires a full 30-day notice of cancellation of any recurring marketing, technology, hosting, licensing, or support service via our campaign cancellation form. Recurring products and services are defined as the same product or service being provided for two or more consecutive months. All recurring subscriptions enrolled on this website are required to be cancelled by the Customer in their online account within three (3) days of a subscription renewal after submitting the campaign cancellation form. Customer has a specific 3-day window to cancel any/all subscriptions once a subscription renews and it is incumbent upon Customer to login to their account and cancel a subscription within this 3-day window. No exceptions and no refunds shall be provided for situations where a Customer forgets or otherwise fails to cancel a subscription with the 30-day notice requirement and cancellation window provided. The final 30-day window does not include a full month of fulfillment on the product purchased. The final payment due after cancellation is a cancellation fee in lieu of a 12-month contract on the product(s) purchased. Company expends staff time in the final month winding down the campaign which includes necessary work and costs to terminate and wind down any project or campaign. Written notice of cancellation for non-recurring products or solutions may be emailed to [email protected] or sent to our corporate billing address at 235 W Brandon Blvd, Ste 241, Brandon, FL 33511. Company reserves all rights not expressly granted to Customer. Except as authorized in these terms and conditions, Customer shall not sell, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, modify, or time share any work product provided or produced by Company to Customer. The company expressly retains and preserves all copyrights on original work products. Upon cancellation or termination of any service or solution provided by Company, Customer understands and acknowledges that the canceled services will be terminated which may include, but are not limited to, website technology and/or plugins provided by Company, theme licenses, 3rd party software, listing subscriptions, media room, and press release functionality on the client’s website. Customer understands and acknowledges that Company is not responsible for negative effects this may have on the Customer or Customer’s clients and Company hereby discloses that cancellation/termination of services may, in fact, have a negative effect on the web presence or search rankings of the company which canceled services and will affect the website functionality for the proprietary components that were installed by Company and removed by Company upon cancellation or termination of services. Company strongly advises that Customers inform and educate their clients ahead of time of these factors and dynamics so that they are fully informed of the potential outcomes of terminating services.
For any payment not received when due, Company may, in its absolute and sole discretion: (1) Suspend any and all services Company is providing Customer under the invoice(s); (2) assess an initial late fee of 20% of the invoice amount for administration and processing; (3) charge interest at the highest rate permitted by law for any unpaid balance(s); (4) additionally, Company is entitled to recover any costs or fees expended in connection with the collection of unpaid invoices that become more than 30 days delinquent, including but not limited to, reasonable attorney’s fees, court costs and any related damages. The parties agree that this subparagraph shall apply regardless of the existence of any applicable primary or secondary written agreement and the parties agree that any primary or secondary agreement is amended to permit these rights.
B. Software Development & Web Design —
The customer acknowledges and understands that software and/or website development projects are NOT fixed-price projects in any way. The estimate of development and design hours provided in the invoice to Client by Company is based exclusively on a “BEST ESTIMATE” of total development time in hours projected to be spent by Company and its development team to design, develop and complete the project. If the Company’s total time spent on the development/design project exceeds the time estimate provided to Client via the invoice or the time allotment for the specific product purchased, the Customer will be invoiced accordingly at the wholesale hourly rate of $40.00 USD. The fixed-cost website projects (3-page and 5-7 page sites) include a maximum of 16 hours of design on 3-page site projects and 20 hours in additional design for 5-7 site projects plus 10 web development labor hours for site set up and existing page migration labor. Accordingly, a 3-page fixed cost site project includes a MAXIMUM of 26 total labor hours, and 5-7 site fixed cost site projects include up to 30 hours of design and development labor hours. Any additional time desired or required by the client will initiate hourly billing for the additional labor.
Invoices are due in full once issued and the deposit to commence the project is paid. Payments for all development and design projects made to us in increments is only a courtesy to the client. Once a payment or deposit is made, it is non-refundable and the full balance of the invoice is due to Company without exception. If a project is canceled or postponed, all monies paid are retained by Company and the full invoice balance notated on the invoice remains due to Company without exception.
Company exclusively owns a copyright on ALL of its own intellectual property such as content, software source code and custom website code, including but not limited to, text, content, images, designs, layouts, themes, videos, logos, technical data, documentation, programming code or other work product, that may be integrated into or become part of work being done for Customer. Customer acknowledges and agrees that the products, source code, object code, the software, the ideas, methods of operation, strategy, processes, know-how, aesthetic aspects, sub-systems and platform modules included in the products, graphical user interface(s) for the Products, and the look and feel of the Products are proprietary intellectual property which contain valuable trade secrets and all Intellectual Property Rights are owned exclusively by Company.
For website development projects, once the full balance of this invoice is paid to Company, ownership of the website passes to the Customer subject to all third-party licenses for third party technology and code used to develop the website (ie. WordPress® or Shopify®). Customer may elect to have Company continue to host the website code on the world wide web for Customer. Customer is free to choose the web hosting company of its choice and Company will migrate the website to the web host of Customer’s choice for a migration fee. Migration to a separate third-party web host will have certain technical requirements that Customer will be responsible for if Customer chooses to use a third-party hosting service.
Customer acknowledges and understands that software and website development involves hundreds if not thousands of small details and that development of a new website or software product/integration often involves new ideas, evolutions, iterations or changes that the Customer would like implemented as the project develops over time. Customer also acknowledges that it is impossible for Company to anticipate Customer’s exact development and design wishes as the project gets underway and that the estimated time to complete a project in the invoice are solely a good faith estimate provided for the Customer’s own budget/resource planning and is in no way a guarantee the work performed and completed under the invoice will be completed under the time estimate provided. The actual amount of time required may be higher or lower for any number of reasons, many of which are stated herein. Any requests (oral or written) for changes, additions or revisions to the project AFTER development has started under this Agreement will incur an additional charge at the standard hourly rate. Company will notify Customer of any need to begin billing for additional development time in advance and Customer will need to approve the additional billing before Company continues any further work on the project. Customer acknowledges and understands that if Customer does NOT approve the additional time and billing needed to complete a project after the Company provides notice, the project will be suspended and may not be completed.
C. Print Design —
Design costs paid to Company are non-refundable. Printing costs paid to Company are refundable only if printing error is determined to be the responsibility of the Company. Company is not liable for damages incurred due to printing errors or problems from our files if full specifications from your printer were not provided or were incorrect/inaccurate, or if you supply the wrong files to your printer. Company never provides printing services, only print design. It is Customer’s sole responsibility to have design files printed and the Company has no responsibility in any way for the outcome of how Customer uses the design files provided by Company. Company will provide Customer with standard design file formats for a printer to use.
D. Research, Analysis and Setup Services —
Due to the nature of these services upfront payment in full is required before services are rendered or work product is released. No refunds are given for any of this setup, research, analysis, marketing, setup and/or service fees paid to Company.
E. Software Subscriptions (Direct and Reseller) —
All of our software and reseller white-label software services are defined as a recurring service. Payments for previous months of any/all software subscriptions are non-refundable without exception. All white-label software accounts are ONE-YEAR terms that auto-renew unless we are notified of cancellation in writing. Cancellation of accounts requires a minimum of 60 days written notice of cancellation or pay an early termination/cancellation fee at the sole discretion of the Company with the amount depending on the remainder of the term outstanding. If the client does not make use of the account, payment for service is still due, with no exceptions. Software accounts are not canceled until written notice is received from the client. All software accounts will be suspended if an account invoice remains unpaid past 30 days of the date of issue. Agencies who subscribe to the white-label software platforms that the Company is a reseller for hereby agree and consent to both the Company’s and the 3rd party’s terms and conditions and agree to be bound by both companies’ terms and conditions during the initial and renewal terms and during any/all use of the white-label software platform.
Software account services may be suspended or terminated at any time by Company, if in the Company’s sole discretion, Company deems that the account and the server resources are being used for sending spam email or if the Customer uses the software to send email and Company’s domain is flagged by ISP’s or other 3rd parties for suspicious email sending practices. Sending Spam email is a serious offense in the digital world and can cause great harm to Company’s and Customer’s reputation, domain and brand assets. Company reserves the right to disable and/or terminate a user’s account if a user is found in violation of these terms and conditions, state or federal laws, or fails to provide proper written notice of cancellation. Accounts terminated due to policy, terms or legal violations will not be refunded. Failure to pay final balances due upon cancellation and/or the cancellation fee are violations of these terms and conditions.
F. Shopping Cart and 3rd Party Software Use, Terms and Licenses —
Development and/or use of WordPress and/or a shopping cart license grants customer a license to use the software on the domain specified when ordering, using web hosting services provided by Company only. You are not granted ownership of such software. Shopping cart licenses are non-refundable. Beyond 1 year, shopping cart licenses are non-transferrable to a new domain.
The White Label Marketing Software Platform is an annual, 12-month license subscription with a monthly payment option for a total of twelve (12) payments in the initial term of the license. The license automatically renews for subsequent 12-month terms unless the client cancels in writing at least 30 days in advance of term renewal. No exceptions.
Third-Party Materials. Nothing in these terms and conditions or any related agreement shall restrict or limit or otherwise affect any rights or obligations Customer may have, or conditions to which Customer may be subject, under any applicable private or open-source licenses to any open source code contained in any work product or deliverable or any third-party licenses for third-party Code or Software contained in or which otherwise may be part of the deliverables. Company expressly disclaims any responsibility for any 3rd party software that may malfunction or become inoperable in part or in full as it relates to the work that Company is doing for Customer. Customer is responsible for compliance with all 3rd party software licenses and holds Company harmless from any liability that may arise from Company or Customer’s use of 3rd party software product or code. Third-party code bases include, but are not limited to, WordPress®, Shopify®, Magento®, cPanel®, WooCommerce®, Paypal®, Stripe®, Authorize.net®, and Google®.
G. Recurring Services: Marketing and Hosting Solutions —
Recurring products and services are defined as the same product or service being invoiced and provided for two or more consecutive months. Examples of these recurring services include, but are not limited to, media rooms with hosting, website hosting, content marketing, web presence, SEO, local search visibility, PPC, social media, reputation management, location data management, content writing and directory listing marketing. Invoices are issued in advance of services being rendered on all recurring services. Payments for all digital marketing services are non-refundable without exception. All digital/internet/online marketing solutions are a pre-paid monthly recurring subscription and payments for the invoices issued each month are payments in advance for the services to be rendered. Quite often we expend hard costs at the beginning of the new billing cycle to provide for the subscribed products and/or services. We do not receive refunds on advertising dollars spent or labor hours expended/provided to conduct the work noted in the invoice, therefore we cannot and do not provide any refunds on any hosting or digital marketing services once payment is made for any reason. Customer understands that content creation and hosting of that content for web presence and SEO purposes will occur monthly and be hosted in the media room software and web presence software provided by Company. These software solutions require constant hosting to stay alive and the Customer understands that cancellation or termination of services includes the cancellation of the hosting of all related software and hosting services being provided by Company.
While we do not require a long-term contract with any of our digital marketing packages, a 30-day written notice of cancellation is required to cancel any of these recurring invoiced products and services and shall be assessed as a cancellation fee in the event that the Customer fails to provide Company with proper notice of intent to cancel services. No exceptions. Month one payment of your hosting or digital marketing solution is deemed as your authorization and acceptance of this refund policy. Written notice of cancellation may be sent by email to info[at]quantumnagency.io. Due to the nature of recurring services and the costs to the Company to deliver them, recurring services will be suspended if an account invoice remains unpaid past 14 days of the date of issue. Unpaid invoices are delinquent and turned over to collections after 30 days.
Website hosting accounts allow for unlimited bandwidth under normal and reasonable conditions. “Unlimited” does not refer to traffic types prohibited by these TOS, including, but not limited to, trunking, access stimulation, documented bot traffic, or traffic that results from a compromise or suspicious offshore IPs. All unlimited plans are subject to fair usage and the terms and restrictions of these terms in the sole discretion of Company. If for any reason, Company believes that your usage of the unlimited plan and services violates these TOS, the Company may, in its sole discretion with or without notice, either terminate your unlimited plan, suspend the plan services, or immediately convert your unlimited plan to a metered plan. In the event the bandwidth, the number of websites, or disk space usage of your website presents a risk to the stability, performance, or uptime of our servers, data storage, networking, or other infrastructure, you may be required to upgrade to a VPS or Dedicated Server, or we may take temporary action to restrict the resources your website is utilizing. We evaluate your usage in comparison to typical levels of usage engaged in by other users. In the event that you exceed this threshold, Company may in its sole and absolute discretion, assess additional usage charges for accounts in excess of the threshold or restrict additional accounts from being created. Where possible, Company will provide notice of your usage in excess of the normal use.
Hosting services may be suspended or terminated at any time by Company, if in the Company’s sole discretion, Company deems that the account and the server resources are being used for sending spam or if the Customer uses the hosting to send email and Company’s domain is flagged by ISP’s or other 3rd parties for suspicious email sending practices. Sending spam email is a serious offense in the digital world and can cause great harm to Company’s and Customer’s reputation, domain and brand assets. Company reserves the right to disable and/or terminate a user’s account if a user is found in violation of these terms and conditions, state or federal laws, or fails to provide proper written notice of cancellation. Accounts terminated due to policy, terms or legal violations will not be refunded. Failure to pay final balances due upon cancellation and/or the cancellation fee are violations of these terms and conditions.
For recurring web presence and SEO solutions, content will be created on a regular basis as part of the services performed. Content will be submitted to Customer for review and approval. Content must be approved or a revision request submitted within 14 calendar days of submission by Company to Customer. If Company does not receive communication or approval by Customer within this timeframe, Customer is in default under these terms and conditions. Company has no further obligation for that month of managed web presence/SEO services since approved content is required in order for all of the publication, syndication, distribution and signal generation activities hinge off approved content.
Disclaimer: By signing up you acknowledge that you are providing us access to a GMB account that isn’t penalized, that has a working address, that has an address that is within a city or close to a city you want to target within a 15-mile radius. You acknowledge that we must work on the city the GMB is in first before we can expand to the next city over. You also acknowledge that we are not responsible for catching all duplicate GMBs that may penalize your website, filter it, or make it so you can’t rank. You additionally acknowledge that we are not responsible if we can’t find a penalty during our audit or the site is penalized at a later date. We do basic audits and look for easy-to-find issues. If you need a more in-depth audit first please contact us we have a paid audit option. You also acknowledge that in the event the GMB has issues, the website is deficient in helpful content, technical SEO or has coding issues, or someone is performing unethical work (or has performed unethical work in the past) and it holds the client website and/or GBP listing back from ranking, we are not responsible for these variables outside of our control and will not refund any fees paid on the account for any reason. No exceptions. Please do NOT enroll a campaign with us if you do not understand or consent to these terms.
H. Digital Advertising Solutions —
Digital advertising is a recurring PPC product/service so all of the above terms and conditions apply as a recurring service. Digital advertising campaigns require significant setup and ongoing connections to different third-party providers for audience targeting and advertising campaign deployment. Third-party platforms include, but are not limited to, Google Ads, Google Display Network, YouTube or Retargeting Ads. Due to the extensive and significant amount of setup and ongoing maintenance required for deploying digital advertising campaigns, ALL digital ad/PPC campaigns require a three (3) month minimum commitment. Please note that the ad campaign setup phase is NOT part of the 3-month minimum commitment. Once the setup phase of the digital ad campaign is complete, the ad campaign launches on a given date which forms the campaign start date. If the Customer cancels a PPC digital advertising solution with Company prior to the 90-day minimum, Customer is responsible for paying the balance due of the 90-day term to satisfy the three-month commitment requirement. The remaining balance for the three-month minimum term shall be assessed as a cancellation fee in the event that Customer fails to provide Company with proper notice of intent to cancel digital advertising solutions.
I. Consulting Services —
Payments for all consulting services are non-refundable without exception. Consulting services provide immense value in the knowledge, advice, trade secrets, methods, strategies, tactics and other valuable considerations provided by us in and through the consultative process. Because of the nature of these services we do not provided refunds on any payments made on any invoice for consulting services by Company.
J. Credit Card Authorization | Chargebacks | Declines —
You authorize Quantum Agency (Company) to bill all charges related to products and/or services provided by Company to the credit card provided by you and agree to pay these charges according to the cardholder agreement. You agree that there are no refunds for any reason under the terms and policies stated herein. You hereby irrevocably authorize and instruct the card issuer to deny any chargeback requests relating to this charge authorization at anytime and for any reason and agree that fax, digital or electronic transmission of this agreement and/or payment on any invoice is mutually acceptable and legally binding under these terms and conditions and constitutes acknowledgment of these terms and conditions as noted on the associated invoice.
If, at any time after you have placed your order and made a payment for the product/service from our site or over the phone, you subsequently attempt to file a chargeback with your credit card company or your credit card is declined, we reserve the right to have your work removed from the Internet immediately and cease all work in progress. As some of our services are delivered via email or the internet, the client will have access to all files so emailed or hosted in the cloud. In the event of a decline or chargeback being filed where you are still in possession of any of Company’s work product, we may commence any necessary legal action to prevent any unauthorized or unlawful use of our work or work product. All files are to be returned to us immediately and are not to be used by the client at any future stage until the decline or chargeback issue has been resolved and we have been compensated for work performed, products and/or services, or both.
If we receive a decline, chargeback or payment dispute (i.e. PayPal Dispute or Credit Card dispute) from a credit card company or bank, your service and/or project will be suspended without further notice. A $250.00 decline/chargeback fee (issued to recover fees passed on to us by our merchant account and/or back and labor to process), plus any outstanding balances accrued as a result of the chargeback(s) must be paid in full before service is restored, files delivered, or any further work is done. Instead of issuing a chargeback, contact us to address any billing issues or questions. Requesting a chargeback or opening a PayPal dispute for a valid charge from us is a fraud and is never an appropriate or legal means of obtaining a refund. Please read and make sure you fully understand our billing, payment terms and refund policy prior to making a payment. If any arbitration or legal proceeding is brought for the enforcement of these terms and conditions under this Agreement, or because of an alleged breach, default or misrepresentation in connection with any provision of this Agreement, or other dispute concerning this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney’s fees incurred in connection with such arbitration or legal proceeding. This agreement shall be governed by and construed in accordance with the laws of the state of Florida. Both parties agree to the exclusive jurisdiction and venue of the courts and Hillsborough County, Florida or Wake County, North Carolina.
K. General —
During the course of providing products and services to Customer, Company may document, record, notate and/or transcribe meetings conducted with and on behalf of Customer. Company retains full and complete ownership of all work product and deliverables including any Intellectual Property rights, copyrights, design rights and know-how for any Products or Services delivered under all related invoices and any intellectual property developed during the course of performing the Services. Customer acknowledges and agrees that the content, products, source code, object code, software, the ideas, methods of operation, processes, know-how, aesthetic aspects, sub-systems and marketing strategies are proprietary materials that contain valuable trade secrets and that all Intellectual Property Rights to the Products are owned exclusively by Company and its respective third parties, subject to any License between Company and its respective third parties. In addition, Company shall own all improvements to the Company’s deliverables and services, enhancements to the Company’s deliverables and services, and derivative works of the Company’s deliverables and services. Customer hereby assigns and will cause Customer’s employees and independent contractors to assign, to Company, all of Customer’s rights in and to such deliverables and intellectual property.
Reservation of Rights. Contractor reserves all rights not expressly granted to Customer. Except as expressly authorized in writing by Company, Customer shall not sell, rent, lease sublicense, distribute, transfer, copy reproduce, display, modify or time share any Deliverable.
Governing Law and Venue. These terms and conditions have been negotiated and executed in the state of Florida and shall be governed by and construed under the laws of the state of Florida. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Hillsborough County, Florida, and the parties hereto agree to and do hereby submit to the jurisdiction of such court. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.
L. DISCLAIMER OF WARRANTY —
DISCLAIMER. EXCEPT AS EXPRESSLY DESCRIBED IN THIS WARRANTY SECTION, CONTRACTOR MAKES NO WARRANTY OF ANY KIND. CONTRACTOR DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS WITH RESPECT TO SERVICES AND DELIVERABLES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, GOOD TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER. CONTRACTOR DOES NOT WARRANT THAT THE SERVICES, ANY WORK PRODUCT OR DELIVERABLE PROVIDED WILL BE WITHOUT DEFECT OR ERROR.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN CONTRACTOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES (COLLECTIVELY, “AGENTS”) SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. THE CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE USE AND PERFORMANCE OF THE PRODUCTS AND SERVICES AND THE APPLICATION OF THE DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CORRECTNESS, OR OTHERWISE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES EXPRESSLY WAIVE THE APPLICABILITY OF THE UNIFORM COMMERCIAL CODE AND ANY OTHER STATUTORY COMMERCIAL TERMS.
Exclusions. This warranty excludes non-performance issues that result from third-party hardware or firmware malfunction or defect; software not developed by Company; incorrect data or incorrect procedures used or provided by Customer or a third party, or defects which are outside the reasonable control of Company. Customer will reimburse Company for its reasonable time and expenses for any Services provided at Customer’s request to remedy excluded non-performance issues. This warranty shall immediately cease if Customer or any third party modifies any portion of a Deliverable and/or modifies Customer’s system so that a Deliverable is no longer functional or appropriate.
M. LIMITATION OF LIABILITY —
TO THE EXTENT THAT ANY PRODUCTS AND SERVICES ARE SUBJECT TO A SECONDARY AGREEMENT, THEN COMPANY HAS NO LIABILITY IN RELATION TO SUCH PRODUCTS AND SERVICES UNDER THIS AGREEMENT AND THE PARTIES AGREE THAT – EXCEPT TO THE EXTENT EXPRESSLY PERMITTED UNDER THIS AGREEMENT – ANY CLAIM SHALL ONLY BE MADE UNDER THE TERMS OF THE APPLICABLE SECONDARY AGREEMENTS. THE CUSTOMER AGREES THAT IT CANNOT SEEK AWARDS FOR THE SAME DAMAGES UNDER BOTH THIS AGREEMENT AND ANY SECONDARY AGREEMENT.
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS AND UNDER ITS SECONDARY AGREEMENTS FOR THE PRODUCTS AND SERVICES EXCEED THE ACTUAL FEES PAID BY THE CUSTOMER TO COMPANY FOR THOSE PRODUCTS AND SERVICES AS DETAILED IN THE APPLICABLE INVOICE OR ORDER FORM.
COMPANY AND ITS AGENTS SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES, OR INCIDENTAL DAMAGES, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DATA LOSS, AND LOSS OF BUSINESS OPPORTUNITY EVEN IF COMPANY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGES OR CLAIM OR IF CUSTOMER DEFAULTS.
N. CONFIDENTIALITY AND NON-DISCLOSURE
Each party agrees to keep in confidence any confidential or proprietary information it receives from the other party. “Confidential Information” means any and all business and technical information provided by or which will be provided or disclosed by Company to Customer concerning Company’s respective interests and activities which the Company deems proprietary and confidential, including but not limited to, Company’s communications and actions with customer (verbal and non-verbal), customers, software technology, software systems, source code, object code, design details, user interfaces, databases, financial information, trade secrets, know-how, algorithms, processing procedures and equipment, standards and specifications, product samples, product development plans, proposed products and services, business plans, business information, customer lists, prices, market and sales information and plans, search engine optimization know-how and methods, market research and analysis, keyword and vertical market research, niche and local search marketing strategies, business plans, internal materials, data, reports, ideas and any non-public information which concerns the Company’s business and operations disclosed in any form or format, including, without limitation, written or other tangible medium, graphic, oral, visual, digital, electronic and/or machine readable or other non-tangible medium (hereinafter “Confidential Information”). Customer agrees that it shall not disclose any of Company’s Confidential Information to third parties, including but not limited to, any public, private or online forum or reviews website. Customer’s payment on an invoice shall be construed as Customer’s acknowledgment and agreement with these terms and conditions of Confidentiality and Non-Disclosure concerning the relationship between Company and Customer and any Confidential Information that Customer may acquire during the course of conducting business with Company. Customer agrees that any breach related to Confidential Information may cause irreparable harm to Company. As a result of such breach, Company shall be permitted to seek injunctive relief and damages to prevent and limit any such harm.
The Customer hereby acknowledges having read these terms and conditions and hereby agrees to be bound by said terms and conditions. Payment on any invoice by Customer shall be deemed as customer’s acknowledgment, understanding and agreement to be bound by these terms and conditions.
MAILING ADDRESS FOR ALL WRITTEN NOTICES
235 W Brandon Blvd
Brandon, FL 33511
PLEASE NOTE THAT THESE TERMS AND CONDITIONS MAY BE MODIFIED FROM TIME TO TIME AS NEEDED AT THE SOLE DISCRETION OF THE COMPANY.