Investment is due in multiple parts. 100% of the setup fees and conversions are due upon acceptance of this agreement.
For annual and monthly plans payment is due on the renewal date. For monthly plans your renewal date is the same date every month from which your original subscription occurs. (ie... If you sign up on August 18th, your renewal date will be the 18th of every month). For annual plans your renewal date is the same date every year.
These Terms constitute the complete and exclusive agreement and contract of COSO Media, herein referred to as the Consultant and the party accepting the agreement, herein referred to ads the Client, and replaces all negotiations, documentation, written and oral agreements, and course of dealing between Client and Consultant as to the products and services purchased pursuant to these Terms (collectively, the “Products and Services” or individually “Products” or “Services”) which are the subject matter hereof. Representations, promises, warranties or statements by any agent or employee of the Consultant that differ in any way from the terms and conditions of these Terms shall be of no effect or force.
No amendment, modification, supplement or other change to these Terms shall be binding on Consultant unless agreed to in a writing signed by Consultant. Except as provided for in the preceding sentence, no agent, employee or other party is authorized to bind the Consultant by any warranty, statement, promise or understanding containing terms or conditions contradictory or in addition to those set forth in these Terms.
Failure To Pay
In the event that Client fails to pay an amount properly invoiced to Client, or fails to pay any other amount due under any agreement with Consultant, or otherwise breaches any obligation or covenant contained herein or in any agreement, Consultant may, in its discretion, in addition to other remedies to which Consultant may be entitled without affecting an election of remedies, cancel or terminate all orders upon notice to Client, or suspend performance by Consultant until Client pays for such charges or amounts. Furthermore, in the event of a cancellation or termination of this agreement by Consultant, Consultant shall be entitled to any and all damages, whether at law or in equity.
Limitation of Liability
With regard to the services to be performed by the Consultant pursuant to the terms of this agreement, the Consultant shall not be liable to the Client, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence.
The Client shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.
Inventions and Proprietary Rights
Client acknowledges and agrees that the Materials (defined below), and the Confidential Information (defined below) related thereto, are the sole and exclusive property of Consultant. Client agrees that the Consultant shall retain any and all patent, copyright, trademark, service mark, or any other intellectual property rights with regard to Consultant’s Products and Services. Client further acknowledges and agrees that any future improvements, modifications, enhancements, or alterations to Consultant’s Products and Services based on the Confidential Information, or otherwise, shall be the exclusive property of Consultant and Client shall have no claim, license, or right to use the same without the prior written consent of Consultant. Consultant reserves the right to use, in other projects and with any other party, any concepts, techniques, and ideas developed, discovered, or otherwise learned, through Consultant’s sole efforts or jointly with Client.
Ownership and other proprietary rights for Product Innovations or Materials shall become and remain the property of Consultant. “Materials” include, but are not limited to, the Products and Services, products, customization of products, prototypes, writings, blueprints, pictorial reproductions, drawings or other graphical representations, data, documentation, specifications, calculations, tables, reports and all other documents and information produced by Consultant. “Product Innovations” shall mean those products, inventions, ideas, improvements, works, concepts and/or developments, whether patentable or not, created or conceived in the course of the collaborative efforts contemplated under these Terms.
Client acknowledges that pursuant to its relationship with Consultant, Client may receive and be exposed to confidential and proprietary information of Consultant, including without limitation, product and other technical information related to the Materials and Product Innovations (“Confidential Information”). Client agrees that it will not reproduce, distribute, duplicate, or otherwise use any of the Confidential Information for any use, other than for performance under this Agreement. In addition, Client agrees that at any time upon request of Consultant, Client shall return any and all Confidential Information of to Consultant immediately. Client further agrees, upon a breach of the terms of this Section 15, Client shall pay to Consultant the costs and expenses, including reasonable attorney fees, which Consultant incurred in enforcing the terms of this Section. In the event of a violation of this provision, Consultant shall be entitled to all remedies at law and equity, including injunctive relief to restrain further breach thereof.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Stark County, State of Ohio. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
Obligation to Maintain Subscription. Provision of WebSucceskit, herein referred to as the Small Business Marketing Platform is dependent upon your active subscription to (and payment for) the Small Business Marketing Platform. Failure to maintain your subscription at any time will result in termination of the Small Business Marketing Platform. Recurring billing for your Small Business Marketing Platform plan will begin on the date of purchase. Fees paid for the Small Business Marketing Platform are not transferable to other Small Business Marketing Platform accounts (or other COSO Media accounts) other than the account initially associated with the Small Business Marketing Platform on the date of purchase. The websites created using the Small Business Marketing Platform are built on and integrated with COSO Media’s hosting platform, and any attempt to migrate or otherwise transfer any such website to another hosting provider is a violation of this Agreement.
Except for the content provided by you, the websites created using the Small Business Marketing Platform belong to COSO Media and all such websites (including all copies thereof) are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. COSO Media grants you an unrestricted license in the website for the duration of your Small Business Marketing Platform subscription. Cancellation of your Small Business Marketing Platform subscription for any reason terminates your license to the website thereafter. You agree to prevent any unauthorized copying of the websites created using the Small Business Marketing Platform. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. COSO Media reserves all rights not expressly granted herein.
By uploading content for your website, you grant COSO Media an unrestricted license (i) to use the content for the purpose of including in your website, and (ii) to display screenshots of any website created using the Small Business Marketing Platform online, in marketing materials, or in other manners as determined by COSO Media in its sole and absolute discretion. In addition, you represent and warrant to COSO Media that (a) you have all necessary rights to distribute such content, either because you are the author of the content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the content, and (b) you do not violate the rights of any third party. As used herein, “content” shall include without limitation any text, software, widgets, applications, scripts, source code, API, photographs, illustrations, images, graphics, sounds, music, audio, video and interactive features (and the trademarks, service marks and logos contained therein). You acknowledge and agree that content you upload into the platform may be immediately available. Content provided may also be cached for up to one year and deleting content from the Small Business Marketing Platform does not remove cached versions of the content.