TERMS AND CONDITIONS
*If you signed an offline contract with US Webstudio, please refer to the terms and conditions of your signed contract.
Services to be performed. US Webstudio agrees to perform online marketing and website development services (the "Services") on buyer's ( “you”) behalf, according to the Services selected as part of this online signup process and/ or signing a service contract. US Webstudio agrees to provide the Services to Buyer either within the time frame agreed by in contract - like in case of development of websites - or each month in exchange for the fees set forth between US Webstudio and Buyer.
Term of Agreement. US Webstudio and buyer agreement is either on a fixed timeline - set timeline for project completion - or month to month. Agreement will become effective and is fully executed when the buyer (or sales representative on the buyers behalf) signs the service contract, provides payment, as well as provides his/her name at the final stage of this online process representing his/her digital signature thereon. By providing this information, the buyer "opts in" to the US Webstudio Terms and Conditions. The Term of this Agreement begins from its date of execution and shall continue till completion of fixed term or on a month to month basis until termination by either party - See 'Termination of agreement' below.
Termination of Agreement. US Webstudio and buyer agreement is either on a fixed timeline - set timeline for project completion - or month to month.
For month to month agreements, the agreement and monthly Fee shall continue until 30 days after either party provides the other with notice of intent to terminate. Notice of termination shall be given only in writing, by Buyer to US Webstudio by e-mail to: firstname.lastname@example.org. US Webstudio is entitled to one final payment after the buyer cancels, if the bill date is within 28 days of cancellation date as shown in these Terms and Conditions. US Webstudio will inform buyer by either registered email or by phone in case of cancellation of service from US Webstudio side.In case of fixed term agreement terminations - specifically for developing websites or stores, fixed term online marketing campaigns, please refer to section 10 of this agreement.
Payment. In consideration to all services to be performed by US Webstudio, buyer agrees to pay US Webstudio in advance.
Fixed Timeline Projects As a courtesy to our clients, payments for fixed term projects can be paid in installments or financed. All deposits are paid in advance.
Setup fees for online marketing campaigns All setup fees for online marketing campaigns are paid in advance.
Monthly Services Recurring monthly payments are paid in advance.
Payments for web development projects are made to us in installments as a courtesy to the client. Once the contract is signed and first payment or deposit is made, it is non-refundable unless other refund policy is stated in the contract. If a project is cancelled or postponed, all monies paid are retained by US-Webstudio and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
Search Engine Optimization and Online Marketing
Setup fees for Search Engine Optimization, Internet Marketing and Social Media services are paid in advance and are nonrefundable, and US-Webstudio do not issue pro rata refunds for fees paid in advance. Once a payment or deposit is made, it is non-refundable. All Setup fees are nonrefundable as it is applied to costs immediately incurred by US-Webstudio in initiating services. If a project is cancelled or postponed, all monies paid are retained by US-Webstudio and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
Late Fees. Late payments by Buyer shall be subject to late fees of 1.5% per month from the due date until the amount is paid. Any EFT payment returned or rejected by Buyer's bank shall be subject to a $30 NSF fee payable by Buyer to US Webstudio. US Webstudio has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than 5 days.
Intellectual Property Ownership.
(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between US Webstudio and you, US Webstudio will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of US Webstudio, including "US Webstudio", without the prior written consent of US Webstudio, as determined in its sole discretion, for each such use.
(b) Creative and Response Briefs. Upon submission of a Creative or Response Brief or any other information or media provided by you in connection with your use of the Service (collectively, the "buyer’s Information"), US Webstudio and its agents shall have all rights and licenses necessary to use such Client Information for the purpose of obtaining Responses and for archival purposes. Each Member to whom your project is made available has the right to review and display the relevant Term Sheet for purposes of preparing a Response.
(c) Rights of US Webstudio. Upon your submission of Client Information to the Service, you grant US Webstudio and its agents a royalty-free, perpetual, irrevocable, sublicense able, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide you with the Service and Responses.
(d) Rights of Clients. Subject to your compliance with these Terms and Conditions, you shall own the final Response composition provided to you by US Webstudio (the "Final Product"). You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and US Webstudio expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to US Webstudio a royalty-free, irrevocable exclusive worldwide right to use Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the US Webstudio service. US Webstudio retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms and Conditions are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under these Terms and Conditions. You hereby acknowledge that US Webstudio shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that US Webstudio shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall US Webstudio be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.
You unconditionally guarantee that any elements furnished to US Webstudio for inclusion in the project are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend US Webstudio and its subcontractors from any claim or suit arising from the use of such elements furnished by the buyer.
US Webstudio will provide Buyer its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise ("work product"). US Webstudio grants Buyer a royalty-free, nonexclusive worldwide license to use the Work Product for the purpose of marketing and selling Buyer's products and services.
US Webstudio Reusable Materials. US Webstudio owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement's date of execution ("US Webstudio's Marketing Materials"). US Webstudio may include US Webstudio Materials in the work performed under this Agreement. US Webstudio retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in US Webstudio Materials. US Webstudio grants Buyer a Royalty-free nonexclusive license to use any US Webstudio Materials incorporated into the work performed by US Webstudio under this Agreement. The license shall have a term running concurrently with the term of this Agreement and shall not be transferred by the Buyer.
Disclaimers; Indemnification; Limitations of Liability
(a) Responsibility for Content. US Webstudio shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, US Webstudio makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses or User Identity) that are communicated through, or posted to, the Service, whether by Members, Clients, US Webstudio or otherwise, nor does US Webstudio endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, US Webstudio makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to these Terms and Conditions. Buyer acknowledges that any reliance on information or other material, including, without limitation, any information related to a particular Package or your project, Term Sheet, Response or User Identity, communicated through the Service, or posted to the Web Site, will be at your own risk. Without limiting the foregoing, buyer agrees and acknowledges that buyer uses each Response at their own risk and that buyer is responsible for taking any actions you deem reasonable to determine whether buyer’s use of a Response will infringe any statutory or third-party intellectual property, privacy or publicity rights.
(b) Links to Third-Party Services. The Web Site may contain links to third-party web sites or other services (the "Linked Content"). The Linked Content is not under the control of US Webstudio and US Webstudio is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. US Webstudio is providing Linked Content to buyer only as a convenience, and the inclusion of such Linked Content is not an endorsement by US Webstudio of such Linked Content. If buyer decides to access any Linked Content, the buyer does so at their own risk.
(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED "AS IS." US Webstudio MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO BUYER OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, RESPONSE, USER IDENTITY OR LINKED CONTENT. US Webstudio DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, US Webstudio DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US Webstudio OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
(d) Release from Claims. The Service serves solely as a venue for the creation of work and US Webstudio does not regularly screen or censor any information or material posted to the Web Site. Although US Webstudio makes commercially reasonable efforts to determine the identity of Clients, US Webstudio cannot and does not confirm that any Client or other user is who they claim to be or that any Client or other user has the qualifications he or she claims to have. Because US Webstudio does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if buyer have a dispute with one or more users, you hereby release US Webstudio (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
(e) Indemnification. Buyer hereby agree to defend, indemnify and hold harmless US Webstudio and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees.
(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY BE LIABLE TO BUYER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF US Webstudio OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. US Webstudio TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO US Webstudio FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS. THIS AGREEMENT AND ALL MATTERS ARISING FROM IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF United States.
Website Store Term and Termination. Website Store plans have a fixed term as set forth in the Plan Summary that you agree to before purchase "Website Agreement Term". If you want to cancel the agreement, the buyer has to refer to the cancellation and refund policy in the signed contract. An expedition and execution clause is found in the agreement ensuring projects to be completed as per the timeline. US Webstudio has the right to terminate the agreement if the buyer abuses the expedition clause in the contract.
Online Marketing Term and Termination
Online Marketing plans have a fixed term as set forth in the Plan Summary that you agree to before purchase (the "Online Marketing Agreement Term"). During the online marketing Agreement Term, you may only cancel this Agreement with a 30 days notice to US Webstudio. Please refer for Notice section for notification terms.
Neither party to this Agreement shall be liable for the others lost profits, or special, incidental or consequential damages, whether in an action in contract or tort, even if the party has been advised by the other party of the possibility of such damages.
Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows; When delivered personally to the recipient's address as stated on this Agreement; or, Three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement; or, When sent by e-mail to the last e-mail address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contractors on the other's behalf.
Applicable Law and venue. The laws of the State of California shall govern this Agreement. The venue for any legal action to enforce the terms of this Agreement will be in Los Angeles County, California and both parties expressly submit to the jurisdiction of the state and federal courts located in Los Angeles County, California.
Nondisclosure and Privacy