Agreement
Small Business Website Design Service and Maintenance Agreement
This Small Business Website Design Service and Maintenance Agreement ("Agreement") is entered into by and between BluTree Media Group, Inc. and you and your heirs, agents, successors and assigns (collectively, "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Small Business Website and its related services (collectively, the "Services") and represents the entire agreement between You and BluTree Media Group, Inc. concerning the subject matter hereof. By using the Services, You acknowledge that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies including, but not limited to, the Universal Terms of Service that BluTree Media Group, Inc. may establish from time to time, in its sole discretion, and any agreements that BluTree Media Group, Inc. is currently bound by or may become bound by in the future. Such Agreements may be found at www.blutreemediagroup.com/agreements. All BluTree Media Group, Inc. Small Business policies and agreements related to Your use of the Services are incorporated herein and made part of this Agreement by reference.
Domain Name Registration
If BluTree Media Group, Inc. has paid for the registration of Your domain name and You cancel Your Small Business Website Design Services and Maintenance, You have the option to either: i) Agree to be charged $400 to decommission the web site and transfer registration to a new hosting company or, ii) Relinquish domain ownership to BluTree Media Group, Inc. and pay no cancellation fees. You must notify BluTree Media Group, Inc. in writing via email or fax of your decision within 60 days of cancellation. Otherwise option ii will become effective as your final and irrevocable decision.
Design Services
Depending on the level of service purchased, BluTree Media Group, Inc. will create a custom web site tailored toward Your reasonable expectations. The service will include an initial interview, presentation of the initial design and customers will receive 30 days of unlimited design updates and of site update revisions. BluTree Media Group, Inc. will require all content copy and high quality images for inclusion in your custom site. Requests for additional design updates or site updates beyond the first 30 days will result in additional hourly design fees based on our number of additional hours worked minus the 30 minutes included in the Maintenance Agreement. All material must be supplied in an electronic file format and transmitted to BluTree Media Group, Inc. electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. BluTree Media Group, Inc. is not responsible for delays in custom website completion due to delays in the receipt of shipped items. BluTree Media Group, Inc. in their sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. BluTree Media Group, Inc. will not begin construction of Your website until all requested materials, payments, and assurances of rights have been received from You. All materials provided should be copies and not original material. BluTree Media Group, Inc. will not return any materials provided by You in the design process. Failure to provide such material within thirty (30) days from request will result in cancellation of Your work order. No credits or refunds will be given for such cancellation. BluTree Media Group, Inc. will strive toward your satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Your publication of the website is acknowledgement of Your satisfaction with the Services and releases BluTree Media Group, Inc. from any obligation for further revisions or alterations. No credits or refunds shall be given for any reason including dissatisfaction with the design created.
Custom Website Service
The Services are dependent upon Your active subscription to the Small Business Website Design Service and Maintenance. During the design period, You must maintain your subscription. Failure to maintain this subscription will result in termination of the design process. Cancellation of this service within six months of purchase will incur an early termination fee, the amount to be determined by the level of service. Recurring billing for your Small Business Website Service and Maintenance plan will begin the date of purchase. Cancellation of the service will not entitle you to a refund for prior months' service. The Services are not transferable to other hosting accounts other than the account initially associated with the Services during the initial purchase. If You purchased custom page layout design services, the page layout design will be done prior to the website design. If You cancel the custom page layout design service prior to work commencing, You will be entitled to a refund. If You cancel the custom page layout design service after work has commenced, You will incur a termination fee. You may apply a custom page layout design to multiple custom website service websites for a fee of $150 per additional webpage. If you apply a custom page layout design to additional website service accounts, the template will be applied as-is with no additional changes. You may not apply a custom page layout design to any hosting account other than a custom website service account.
Legal Agreements
You acknowledge that You have entered into the Small Business Website Design Service and Maintenance End User License Agreement. You further acknowledge that You and BluTree Media Group, Inc. have entered into a Hosting Service Agreement ("Hosting Agreement"). You agree to be bound by these agreements and all policies and procedures as posted on its web site.
Limitations
BluTree Media Group, Inc. strives towards creating a website that meets your expectations. However, BluTree Media Group, Inc. does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires Your feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. BluTree Media Group, Inc. is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including Your failure to initiate the process. Should You fail to initiate the creation process by not responding to the initial request for interview within thirty (30) days, Your account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to Your failure to respond to the initial request for interview or any feedback requests. Should You delay feedback for more than thirty (30) days Your unpublished website may be archived and will require additional activation fees to recover.
You are responsible for maintaining the security of Your account. BluTree Media Group, Inc. shall not be liable for any revisions or changes made by Your or any person gaining access to Your account. Any revisions requested to fix such changes shall be made in BluTree Media Group, Inc. sole discretion and then only upon payment of additional fees.
BluTree Media Group, Inc. reserves the right to refuse any direction to create a web site that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another or for any other reason that BluTree Media Group, Inc., in their sole discretion, decides. BluTree Media Group, Inc. has the right, but not the obligation, to back up or archive Your custom website prior to publication.
The Services, the resulting product and all copies belong to BluTree Media Group, Inc. The Services, the resulting product and all copies are copyrighted and are protected by United States copyright laws and international treaty provisions with all rights reserved. BluTree Media Group, Inc. grants You an unrestricted license in the website and any products resulting from the purchase of the Services for the duration of Your Small Business Website Design Service and Maintenance subscription. Cancellation of Your Small Business Website Design Service and Maintenance subscription for any reason terminates Your license to the website and all products resulting from the purchase of the Services. You agree to prevent any unauthorized copying of the Services or resulting products. BluTree Media Group, Inc. does not grant any express or implied right to You under BluTree Media Group, Inc. patents, copyrights, trademarks, or trade secret information. BluTree Media Group, Inc. may display screen shots of the resulting product online, in marketing materials or in other manners in BluTree Media Group, Inc. sole discretion.
Maintenance and Alterations After Publication.
Maintenance Services
BluTree Media Group, Inc. will provide a maintenance service plan of thirty (30) minutes of allocated time for the performance of maintenance and update services per billing month or cycle. If the minutes are not used in the applicable month, they will not be carried over to the next month. Should the requested revisions or updates take longer than the allotted time available under Your service plan, You may purchase additional time allotments in thirty (30) minute increments. Purchased time allotments are assigned to a predetermined billing month and may not be carried over to the next billing month. No refunds or credits will be issued for time allotments not used within the prescribed time. BluTree Media Group, Inc. will require all content copy and high quality images for inclusion in your custom site. All material must be supplied in an electronic file format and transmitted to BluTree Media Group, Inc. electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. BluTree Media Group, Inc. is not responsible for delays in completion due to delays in the receipt of shipped items. BluTree Media Group, Inc. in their sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. BluTree Media Group, Inc. will strive toward your Satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Your publication of the website is acknowledgement of Your satisfaction with the Services and releases BluTree Media Group, Inc. from any obligation for further revisions or alterations.
Availability of Service
Subject to the terms and conditions of this Agreement and each of BluTree Media Group, Inc. policies and procedures, BluTree Media Group, Inc. shall use commercially reasonable efforts to attempt to provide the Services on Monday – Friday, 9am – 5pm EST basis, excluding holidays, throughout the term of this Agreement. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that BluTree Media Group, Inc. may undertake from time to time; or (iii) causes beyond the reasonable control of BluTree Media Group, Inc. or that are not reasonably foreseeable by BluTree Media Group, Inc., including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that BluTree Media Group, Inc. has no control over the availability of the Services on a continuous or uninterrupted basis.
Your Obligations
By using the Services, You agree that You are age 18 or over. The Service is available only to persons who can make legally binding contracts under applicable law.
You agree that you have the appropriate rights or licenses in all logos, trademarks or intellectual property supplied by You.
You agree that all requests shall be reasonable in nature and within the scope of the Service as advertised. You also agree that You will not use the Service to create a website that contains the following types of information: (i) personal information about children without their parent’s consent, (ii) pornographic or obscene content, as determined by BluTree Media Group, Inc. in their sole discretion, (iii) tasteless images, (iv) excessively violent material, (v) links to web sites containing the serial numbers for unlocking software illegally, (vi) pyramid schemes, (vii) impersonations of another person, (viii) encouraging the use of a controlled substance, (ix) selling or promoting products that are unlawful in the location where the site is published, (x) advocating, promoting, or encouraging violence against any person, organization, or the government, or (xi) links to web pages containing any of the aforementioned content. You represent and warrant that you will not violate any law, third party rights, or post any false, inaccurate, misleading, defamatory or libelous content or statements on your website.
You also agree to respond to any requests for feedback within seven (7) days. Failure to respond within thirty (30) days shall result in a non-refundable cancellation of the Service.
Upon notice that Your website is ready for You to review, within ten (10) days of such notice, You must: (i) provide BluTree Media Group, Inc. with Your site update revisions; or (ii) notify BluTree Media Group, Inc. that You have no revisions. If You do not provide revisions or notify BluTree Media Group, Inc. that You have no revisions, Your website will be published on Your behalf.
Upon notice of completion of Your website, within five (5) days of such notice You must either (i) publish Your website; or (ii) notify BluTree Media Group, Inc. of Your election not to publish. If You do not publish Your website or notify BluTree Media Group, Inc. of Your election not to publish, Your website will be published on Your behalf.
You acknowledge and agree that once published, all BluTree Media Group, Inc. obligations under this Agreement have been met. At any time after publication, You may elect to de-publish Your website by changing to the 'coming soon' page option.
Limitation of Liability
THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND /OR LICENSED "AS IS" BluTree Media Group, Inc. DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, BluTree Media Group, Inc. EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT SHALL BluTree Media Group, Inc. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA , OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF BluTree Media Group, Inc. IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You shall indemnify, defend by counsel reasonably acceptable to BluTree Media Group, Inc., protect and hold BluTree Media Group, Inc. harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants` and attorneys` fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to Your use of the services or your breach of this Agreement.
Rights and Restrictions of BluTree Media Group, Inc.
BluTree Media Group, Inc. explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by BluTree Media Group, Inc.; (ii) establish limits and guidelines concerning the use of the Services; (iii) terminate Your use of the Services for use of the Services to unnecessarily or illegally harass, non-payment of fees for the Services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of BluTree Media Group, Inc., activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that BluTree Media Group, Inc. determines, in their sole discretion, to be harmful to their other customers, operations, or reputation; (iv) terminate Your use of the Services if Your use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against BluTree Media Group, Inc. or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (v) terminate Your use of the Services if You have not responded to requests for feedback. If BluTree Media Group, Inc. terminates Your use of the Services, BluTree Media Group, Inc. May, at its own option and in its sole discretion, remove and destroy data and files stored by You on its servers. BluTree Media Group, Inc. has no obligation to monitor Your use of the Services, but reserves the right in its sole discretion to do so.
Late Payment
You agree to pay a one-time penalty of 6% of the amount due plus $10 per month for delayed payments. If payment is not received within 15 days after due date, BluTree Media Group, Inc. has the right to take web site off-line until payment is received. If payments are not received within 60 days after due date, BluTree Media Group, Inc. reserves the right to decommission web site and assume ownership of Your domain.
Cut off period for billing errors
90 days cut off period is set for billing error claims. You agree that You have no rights to claim any billing errors 90 days from the date of the claim. All bills are final after 90 days.
Terms
You can terminate the Small Business Website Design Service and Maintenance Subscription with 48 hour’s advance notice in writing only to the billing department by mail or email billing@ BluTree Media Group.com. You understand that there will be no reimbursement and no pro-rate if You decide to terminate the Services before the end of a prepaid term, regardless of the reason for the termination. BluTree Media Group, Inc. can terminate this agreement at the end of a billing period, only with a 48 hour written notice submitted to billing@blutreemedia.com.
Governing Law.
This Agreement was entered into in the State of Florida and its validity, construction, interpretation and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Revised: 04/26/2010
Copyright © 2010 BluTree Media Group, Inc. All Rights Reserved.