Master Terms and Conditions
1. INTRODUCTION AND DEFINITIONS
We provide you and, if applicable, Authorized Users, access to our products and or services, subject to your acceptance of and compliance with these Master Terms and Conditions (the “Master Terms and Conditions”), the terms and conditions of the Services in which you enroll (each, “Service Terms”), the terms and conditions of any applicable advertising service online or offline, that specifically references these Master Terms and Conditions and/or applicable Service Terms, and any statement(s) of work (collectively, the “Agreement”). In the Agreement, (1) “we,” “us,” “our”, “CHP (Current House Productions LLC)”,”currenthouseproductions.com”, and “Current House productions, CHP Media, CHP Advertising, bestwebsites.co” mean owner and operator LW Marketing & Consulting LLC and any of it’s affiliates.
(2) a “CHP” means currenthouseproductions.com, and are owned, operated, authorized, or hosted by or for the Current House Productions LLC, “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices, through which we distribute ads, whether on or off the CHP Web sites, (3) “you” and “your” mean the entity signing below, the company name you provided during the online or offline registration, or the business name you provided CHP (4) “Affiliate” means, with respect to an entity, or any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, (5) “Authorized Users” means your agents, representatives, contractors, account managers, and any person or entity acting or apparently acting on your behalf, and your Affiliates that have access or authority to make changes or updates to your AD’S or Web site (6) “PII” means personally identifiable information.(7)”AD”, “ADS”, “WEBSITE(S)”, mean any design service(s) we offer. Terms used but not defined herein will have the meanings given to such terms in any Service Terms as applicable. Terms used in any Service Terms not defined therein, will have the meanings given to such terms in these Master Terms and Conditions. All definitions shall apply both to their singular and plural forms, as the context may require.
2. CHARGES, FEES, AND PAYMENT.
For any Service in which you enroll, you agree to pay us for all charges and fees you incur in connection with each Service in the currency indicated by us. You agree that our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. You agree that (1) we may bill your Payment Method for all such charges and fees in connection with each Service, including if you enroll in a Payment Plan, or alternatively, (2) if we have determined that you may be billed on an invoice basis, then we will submit an invoice to you at the e-mail or mailing address (at our discretion) as required by applicable law, and you agree to pay such charges, without offset or deduction, within 30 days of the invoice date. If we agree to your request to send an invoice to a third party on your behalf, you agree that such third party will timely pay the invoice, and in the event such party does not pay the invoice, you are obligated to immediately pay all such amounts. If you provide us with a Payment Method and/or enroll in a Payment Plan, you agree to be bound by the Payment Method & Payment Plan Program Terms, below. If we are unable to receive payment from your Payment Method successfully, or if we do not otherwise receive timely payment from you, you agree to pay all amounts then owing by you to us upon our demand and, in addition to other rights, we may suspend performance, remove your ads / WEBSITE(S), and/or terminate any agreement with you. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. You agree to submit any disputes about charges to your account(s) to us in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will pay a late fee equal to 1% monthly (or the highest amount allowed by law if less than 1% monthly) of all past due charges, and all reasonable expenses (including attorneys’ fees) incurred by us in collecting past due charges. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges (exclusive of our income taxes), which are payable by you and are in addition to any amounts due to us hereunder. Accounts with no activity for more than 24 months may be closed by us and will be assessed an account closing fee not to exceed $25 U.S. or its equivalent. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that may be owed to you. In the event we are unable to refund any such balance using your contact information on file with us, we will dispose of the balance pursuant to the Agreement and our policies and procedures.
You agree that you will not: (1) use any automated means, including agents, robots, scripts, or spiders, to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy the CHP Web site(s) or CHP Company systems or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (for example, third-party tools approved by us), (2) bypass any robot exclusion headers on the CHP Web sites (including using any device, software, or routine to accomplish that goal), (3) interfere or attempt to interfere with the proper working of the CHP Web site(s), Services, or CHP systems, (4) use or combine our Programs with software offered under an open source license which would create any obligations with respect to our Services contrary to the Agreement, or grant to any third party any rights to or immunities under our intellectual property or proprietary rights in our Services, (5) use any Program in connection with any ultrahazardous activity, or any other activity for which its failure might result in serious property damage, serious bodily injury, or death, nor (6) make available to us or our Affiliates any PII of visitors, users, or customers of your web site(s) in connection with your access or use of our Service(s). Our Services, including your password(s) if applicable related to your account(s), may not be used by, nor made available to, any third party, except Authorized Users. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us, such as the unauthorized disclosure or use of your username or password. Authorized Users must comply with the Agreement and you are liable for their acts and omissions in connection with the Agreement, and any charges, costs, fees, or expenses they may accrue. You may use data made available to you in connection with a Service solely for internal use to manage your advertising account(s) and you will neither publish such data, nor create profiles of our users. In order to improve our Services. We may redesign or modify the organization, specifications, structure, and/or appearance of any location where your ads may be displayed. Further, we reserve the right to modify or discontinue offering any Services or part thereof. Your Information, Promotions (if applicable), and ads must comply with our policies and specifications, which we may change from time to time in our discretion. CHP may from time to time provide free clicks, free impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations. In connection with a Service.
4. YOUR SITE AND/OR AD INFORMATION.
You agree that we are not responsible for any aspect of your or any third-party web site(s) or AD’s. You represent, warrant, and covenant that: (1) all information you provide or use (including our suggestions) in connection with the Agreement and/or on your web site,or AD’s including all creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, Selected Ad Groups, Content, and URLs (each of the foregoing, individually and collectively, “Information”) is, and will be updated to remain, current and accurate, (2) the web site to which any ad links will look substantially the same to all end users regardless of the end users’ location (provided, however, that you may display different content to different users so long as it is relevant to the Selected Ad Groups and ads), and (3) your web site does not contain any content owned or licensed by us, including any ads published by us except pursuant to a separate signed agreement with us.
5. USE OF INFORMATION.
In order to participate in any Service, you grant CHP a non-exclusive, royalty-free, worldwide license in connection with all Services to: (1) use, copy, adapt, reformat, recompile, manipulate, communicate by telecommunication, and/or modify any part of the Information for public performance, public display, and distribution, (2) access, index, cache, and display the web site(s) to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers, (3) create and display copies of any text, images, graphics, audio, or video on the web sites to which your ads link or elsewhere. You agree that none of CHP shall have any liability for your ads or Information, including your Selected Ad Groups. You must provide all Information to us for our review before it is posted to the internet. CHP may refuse, reject, truncate, edit, cancel, or remove any ad, Information, or space reservation at its discretion at any time. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our discretion. We do not guarantee that your ads will be placed in, or available through, any part of non CHP directory, nor do we guarantee that your ads will appear in a particular position or rank.
You represent, warrant, and covenant that: (1) you have the rights, authority, and any required permission and consent to enter into the Agreement, (2) you are a business, not a consumer, (3) your use of each Service is solely for lawful business purposes, (4) all Information is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any CHP system data or information, (5) a click on your ad will not: cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (6) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent (as determined by us) clicking, impression, or marketing activities relating to any Service, (7) the Information, the ads (including products and services referenced therein), the web site(s) to which the ads link, all emails, newsletters, and other materials and technology in connection therewith, any tools or code you use or make available in connection with a Service, and/or any act or omission by you relating to a Service or CHP: (A) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or CHP policies or guidelines (collectively, “Laws”), (B) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (C) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (D) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, and (E) do not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of CHP, (8) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Services, or any aspect or portion thereof, or Confidential Information, including source code or algorithms, (9) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Services, (10) you will comply with any trade sanction, or import or export regulation that applies to your use of our Services and agree to obtain all necessary licenses to use, export, re-export, or import our Services as applicable, and (11) you will not provide access to the Services, except to Authorized Users or employees, who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.
You agree to indemnify, defend, and hold harmless CHP from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with your Information and/or ads, your or Authorized Users’ use of any Service, CHP system, or CHP Web site, your web site, web site design or your or Authorized Users’ breach of the Agreement. You agree to be solely responsible for defending any Claim against a CHP, subject to such CHP’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against CHP, provided that you will not agree to any settlement that imposes any obligation or liability on CHP without its prior express written consent.
9. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE SERVICES, DISTRIBUTION NETWORK, INDEXES, CHP COMPANY SYSTEMS, CHP COMPANY WEBSITES, CHP DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WE HEREBY DISCLAIM ON BEHALF OF ALL CHP ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF CHP IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE LESSER OF THE AMOUNT ALREADY PAID BY YOU TO US PURSUANT TO THE AGREEMENT. IN NO EVENT SHALL ANY CHP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD US RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS. CHP WILL ALSO BE HELD WITH NO RESPONSIBILITY TO ANY IMAGES USED ON ANY ADVERTISEMENTS, WEB SITES, WEB OR PRINT MEDIA OR COLLATERAL WITH APPROVAL OF DESIGN AND RELEASE OF CONTENTS.
At any time, for any or no reason, you or we may terminate the Agreement and/or your participation in any Service, and we may suspend or limit your participation in any Service or part thereof, including removing your ads. CHP shall not have any liability regarding the foregoing decisions. Upon termination of any Service Terms or the suspension or discontinuation of any Service or your participation therein, your outstanding payment obligations incurred under such Service will become immediately due and payable. Sections 2, 3 (second, fourth, and fifth sentences only), 4(3), and 5 through 15 of these Master Terms and Conditions, the defined terms of the Agreement, and those provisions specified in any Service Terms shall survive termination of the Agreement.
12. NOTICES. We may give notices to you by posting on any CHP Web site, or by email to the address provided by you to us. It is your responsibility to ensure that your contact and account information (including your email and billing addresses) is current and correct, and you will promptly notify us in writing of any changes to such information. All notices to us shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Public Counsel, CHP., 3860 Via Del Rey, Bonita Springs, FL 34134
13. CHOICE OF LAW.
The terms of the Agreement and any dispute relating thereto or between you and us shall be governed by the laws of the State of Florida in the county of Lee, without regard to conflict/choice of law principles. You and we expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. You agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Florida, or another location designated by us. Any claim against us shall be adjudicated on an individual basis and shall not be consolidated in any proceeding with any claim or controversy of any other party.
If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Representative”), this Section applies, and in such case, “you” and “your” mean Representative, any Affiliates of Representative who execute together with Advertisers. “Advertiser” means an entity (including a sole proprietor) which is/will be enrolled in a Service by you. a. Representative represents, warrants, and covenants that: (1) it is the authorized agent of the Advertiser and has the legal authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, (2) by Representative executing or otherwise enrolling an Advertiser in a Service, the Advertiser is also entering into the Agreement, (3) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning any Service or CHP, including that Representative is an affiliate or partner of CHP, (b) make any commitments (e.g., guarantees as to placement of ads) to an Advertiser or potential Advertiser regarding any Service, (c) negotiate any terms or conditions related to the Services which may affect the rights, protections, and/or obligations of CHP, and/or that are inconsistent with the Agreement, or (d) engage in any telesales or telemarketing in connection with any Service, and (iv) Representative will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us. Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the Advertiser’s agent and authorizes Representative to act on the Advertiser’s behalf in connection with the Agreement. In the event of a termination of your relationship with an Advertiser, Representative agrees that such Advertiser may continue to use the Information with respect to its ads, and Representative shall no longer have Access for such Advertiser’s accounts. Representative shall not at any time use data or information received in connection with the Agreement to conduct any marketing efforts targeted at our existing advertisers. While the Agreement is effective and for twelve (12) months thereafter, Representative shall not, directly or indirectly, refer for employment or solicit our employees, consultants, or agents. b. Payment Liability. Without limiting any other provision of the Agreement, Representative and each Advertiser shall be jointly and severally liable for all payment obligations pursuant to Section 2 of these Master Terms and Conditions, and you hereby waive any Law that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable. Notwithstanding the foregoing, (1) if we offer you Sequential Liability in a particular country and we approve the applicable Advertiser’s credit application, we will hold Representative liable for payments under Section 2, above, solely to the extent Representative has received payment from such Advertiser; for sums not received by Representative, we will hold the Advertiser solely liable (“Sequential Liability”), and (2) in the event Representative (3) breaches or allegedly breaches Section 15a.(1), above, or (A) fails to comply with our request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to Section 2, above, Representative shall be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Representative, including if we have not received payment for such Advertiser’s account within 60 days from the date of the applicable invoice.
16. ELECTRONIC SIGNATURES EFFECTIVE.
a. If the Agreement is an electronic contract, then this Section applies in order to set out the legally binding terms of your use of our Services, including the CHP Web site You accept the Agreement and the terms, conditions, and notices contained or referenced herein by clicking on the “I Agree” link in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the “I Agree” link during enrollment, you also consent to having the Agreement provided to you in written form mailed via U.S. Mail or Via E-mail. You also have the right, at any time, to withdraw your consent to have the Agreement provided to you. Should you choose to withdraw your consent to have the Agreement provided to you, We will only issue you a copy after we receive a signed and written letter with request for agreement which we will send to you. Please print a copy of the Agreement for your records. To retain a copy of the Agreement, you may copy and paste it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access the Agreement.
PAYMENT METHOD PROGRAM TERMS – If you participate in the Payment Method Program, the following Program Terms apply.
1. BILLING AND PAYMENT METHOD.
When you supply us with a method of payment such as a credit card, charge card, business/company check or personal check (“Payment Method”) in connection with a Service, you participate in the “Payment Method Program” and you authorize us to bill your Payment Method pursuant to these Payment Method Service Terms for any and all charges and fees you incur in connection with that Service, including recurring payments. The types of Payment Methods that we accept and the timing of the billing of the charges and fees may vary according to the Service and start up dates; however, we do not knowingly accept payments to “PayPal” that they do not accept and you should not provide a non accepted card or transaction to “PayPal” as a form of payment. The terms of your Payment Method are determined by an agreement(s) between you and your financial institution.
You agree to keep your Payment Method information on file with us current (such as your address, card or account number, and expiration date, if any), and you also authorize us to update your Payment Method information with data we obtain from your financial institution, the issuer of your credit card or charge card, or from MasterCard or Visa. You authorize us to retain your Payment Method information until such time as you revoke this authorization in accordance with procedures prescribed by us. Any revocation by you of this authorization shall become effective: (a) if your Payment Method is a credit or charge card, when all charges and fees associated with your use of the Services have been fully satisfied, as determined by us; or (b) if your Payment Method is a bank account, after three (3) business days. Your revocation of this authorization shall have no effect on your liability for charges and fees that you have incurred in connection with your use of a Service prior to such revocation.
3. EFFECTS OF TERMINATION.
Sections 2 (third and fourth sentences) and 2 of these Payment Method Service Terms shall survive any termination of the Agreement.
PAYMENT PLAN PROGRAM TERMS – If you participate in the Payment Plan Program in a particular way, the following Program Terms apply.
1. PAYMENT METHODS.
If you use a Payment Plan, you authorize us to bill your Payment Method for all charges and fees in connection with each Service as specified by the Payment Plan you select (“Payment Plan Program”). Unless and until you or we discontinue your enrollment in a payment plan (“Payment Plan”), your pre authorization for billing your Payment Method is valid until the termination of the Agreement or the discontinuation of the Payment Plan by us or your participation therein. We will send a notification to the e-mail address associated with your Program account(s) after each preauthorized transaction to notify you that your account(s) has been replenished and your charges and fees have been paid. Such payments should appear on the periodic statement sent to you by the provider of your Payment Method. We reserve the right to modify, suspend, or terminate your right to prepay, any Payment Plan, and/or your participation therein at any time. If we modify a Payment Plan, notification will be sent to you by e-mail. If you do not consent to such modified terms, you may elect to discontinue your enrollment in a Payment Plan at any time by providing written notice to us before the effective date of such modified terms. Your non-termination or continued use of a Program reaffirms that we are authorized to bill your Payment Method automatically and constitutes your acceptance of the terms of any such modified terms. In connection with a Payment Plan, you agree that if your charges equal or exceed your payment, then your ads may be removed from CHP and you will incur a debit balance for the amount of any unpaid charges incurred under your account(s), including any amounts accrued prior to the time your ads are actually removed. Charges will be posted to your account and must be paid before any of your ads will be made available on CHP.
Business or Company Checks.- As form of payment can be established and the following rules apply, 1. All checks will need to be signed by the contracted person(s) of which the Terms and Conditions refer. 2. Checks will be made payable to Current House Productions unless instructed otherwise by CHP. 3. All checks must be mailed to the above mentioned correspondence address and arrive within the time limited specified within a personal contract basis with CHP and the advertised.