Web Terms of Service

Last Updated: June 27, 2018

Parties

Buyer, hereinafter referred to as "Client," "Customer," "You," and "Your." Seller, Ellington Marketing, LLC, a North Carolina Limited Liability Company hereinafter referred to as "We," "Us," and "Our."


Electronic Consent

You have a right to request a paper version of these "Web Terms and Conditions" prior to signing up in lieu of this electronic version. To receive a paper version, contact us at contact@ellingtonmarketing.com or call us at (919) 636-9225 to receive a physical copy via email or mail.


Overview

These are the standard Terms and Conditions upon which we will perform website design and website development. These Terms will apply each time that you ask us to perform work for you and outline our professional services.


We reserve the right to update, change or replace any part of these Web Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Who Can Use Our Services?

By agreeing to this Terms of Service, you represent that you are at least eighteen (18) years or older to use this site.


If you are utilizing our services to assist someone else, you agree that you have their consent to use our services for them.


You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).


You must ensure that the information you provide about yourself is correct and kept current.

General Conditions

We reserve the right to refuse service to anyone for any reason at any time not prohibited by law.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Accuracy, Completeness, and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Engagement

You may engage us to perform a Service for you by:


1. making a purchase through our website;

2. accepting a Quote in writing;

3. giving us your written, emailed, or verbal consent and approval to begin a Service


Unless we mutually decide otherwise, we will accept that engagement is subject to these terms and conditions. The Service will begin when we accept the engagement.

Fees & Deposits

We require a 50% deposit of the total fee payable under our proposal due immediately upon your acceptance to proceed with our website design or development service. We reserve the right not to begin work until the deposit has been paid in full. The remaining 50% will be due when the work is completed to your reasonable satisfaction, but is subject to the terms of "approval of work" and "rejected work" clauses or 30 days, whichever comes first.


After your final approval and prior to the launch of your website on your domain name(s), we will send an invoice for the remaining balance on the project. We have the right to remove any project arising from our Service from being viewable on the Internet until we receive payment for this final balance. You agree unconditionally and personally guarantee that the full balance will be paid. If necessary, you agree to pay all fees, including but not limited to, all attorney's fees and court costs incurred from collections resulting from nonpayment.


Once we have been paid in full for the Service, we will grant you a license to use the website and its contents for the life of the website. We will also supply you with login credentials for your domain registration and/or website hosting when all expenses have been paid in full.

Refunds

If you are unsatisfied with our work despite our sincere attempts, our refund policy is described below:


100% of the deposit may be refunded if requested within 10 calendar days from the order date. However, domain registration fees, website hosting fees, delays out of our control, and completed website designs are nonrefundable.

Revisions

We reserve the right to limit the number of design revisions and charge additional fees for these revisions which are charged at a rate of $50 per hour.

Materials

You agree to provide all necessary information, materials, and ideas that we require to complete the Service. These materials may include, but are not limited to, images, photographs, written content and text, logos, branding and color guidelines, and other material. If we are not provided these materials in a timely manner, we reserve the right to extend any previously agreed upon deadlines. If you fail to provide these materials such that we are unable to progress with the Service, we have the right to cease work and invoice you for the balance on the contract.


You agree to obtain all required permissions for the use of any copywritten or trademarked item, including, but not limited to photographs, video and other media, written copy, and logos.

Client Responsibility

During the development process, we will require you to appoint a single point of contact through which we can receive feedback in order to move to the next phases of the Service. This source of contact must be available on a daily basis in order to expedite the development process. We are not responsible if the Service is delayed or unfinished due to a lack of timely action on your part, which includes, but is not limited to, responding to inquiries, approving various changes and updates, and requesting alterations. After 60 calendar days, if the project remains unfinished, you agree to be billed $50/hour for additional change requests.

Approval of Work

After the Service is completed, you will have the opportunity to review the Service. If you are not satisfied with any areas of the Service, you must respond in writing of the areas that you would like to be altered within 7 calendar days. If you do not respond to us in writing within this 7 day period, we will assume that you approve of the Service. Once approved, or assumed approved, you will not be able to reject the work, the contract will be complete, and the remaining balance of the Service will become due.

Rejected Work

During the review period of 7 days, if you reject any work made during the Service and cease to approve any additional work submitted to you to address any areas you deemed unsatisfactory within the subsequent review period of 7 days, we will assume that you have been unreasonable in rejecting our work, and reserve the right to recover the remaining payment for the Service.

Consequential Loss

We are not liable for any losses or damages that you may suffer in any manner that may be attributable to any delay in the execution of the Service, however that delay may arise.

Additional Work

You agree to pay immediately for any requested expenses that are not outlined in our proposal, which includes, but is not limited to, the purchase of stock photography, domain name registration and renewal, font licenses, third party software, additional pages, website hosting, search engine optimization, marketing and/or advertising services, or any other expenses.

Development of the Website

Our website development services include building a website based on your supplied specifications. A content management system may be provided for the website. The fees for our web development service do not include making any alterations to this content management system, its extensions, modules, plugins, or components. You must also accept the terms and conditions of the third parties of the content management system and any other tools, extensions, plugins, modules, or components.

Backups

We are not liable for maintaining or restoring your data. You agree that you are responsible for maintaining your own backups with respect to your website(s).

Assignment

We have the right to subcontract the Service or any portion of the Service in any manner we choose.

Hosting

If we provide hosting services for your website, you also agree to our Hosting Terms and Conditions.

Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Intellectual Property

Ellington Marketing, LLC owns the intellectual property created for the Service. We grant you a non-transferable, non-exclusive license to use and publish a single copy of the Website design and its supporting intellectual property unless otherwise described by Ellington Marketing, LLC. You cannot, without our written permission, adapt or create derivative works from the intellectual property, use the intellectual property for any purpose other than as the design for your website, distribute, resell, transfer, or assign or sublicense the Intellectual Property, or to remove proprietary or copyright notices.


We do not warrant that your use of the intellectual property created for the Service does not infringe on any third party-s Intellectual Property Rights.


You agree to display the Ellington Marketing, LLC logo or text hyperlink within the footer of the website.

Third Party Links

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

User Comments, Feedback, and Other Submissions

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Personal Information

Your submission of personal information through our website is governed by our Privacy Policy

Errors, Inaccuracies, and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Disclaimer of Warranties, Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied.

In no case shall Ellington Marketing, LLC, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation, lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless Ellington Marketing, LLC and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Web Terms of Service are effective unless and until terminated by either you or us. You may terminate these Web Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Entire Agreement

The failure of us to exercise or enforce any right or provision of these Web Terms of Service shall not constitute a waiver of such right or provision.

These Web Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Web Terms of Service).


Any ambiguities in the interpretation of these Web Terms of Service shall not be construed against the drafting party.

Governing Law

These Web Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Guilford County, North Carolina, United States. Any dispute will be litigated or arbitrated in the state of North Carolina and you consent to the personal jurisdiction of the Guilford County, North Carolina Courts.

Changes to Terms of Service

You can review the most current version of the Web Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Web Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Contact Information

Questions about the Web Terms of Service should be sent to us at contact@ellingtonmarketing.com.

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