This Service Subscription Agreement is made and entered between Agency Owl™ and the subscriber identified in this document. This Agreement sets forth the terms pursuant to which Subscriber will be permitted to use Agency Owl’s web-based services. The Subscriber agrees as follows:
- Website Development & Timeline
- Project Start Date The project start date will be within 1-3 business days after receipt the deposit and project questionnaire. if applicable.
- Project Schedule & Delivery. Any timeframes provided are estimates only, project delivery or completion is not guaranteed by any specific date. Agency Owl™ will put forth its best effort to complete the project within a reasonable amount of time. However, any delay in feedback or receipt of information such as logo or content from Subscriber will alter and extended the delivery date.
- Design & Functionality. The Subscriber understands that only company details, photos, color scheme, pages, add-on services, and similar content can be customized and the website functionality will be limited to the features purchased.
- Website Content. Agency Owl™ will only provide generic or placeholder content. Custom content for inclusion in the website must be provided by the Subscriber and specify in which page(s) or section(s) it should be used. Agency Owl™ is not responsible for proofreading any content for the Subscriber.
LOGO DESIGN & EDITING
THE FOLLOWING LOGO DESIGN AND EDITING TERMS WILL ONLY APPLY IF CUSTOM LOGO DESIGN IS SPECIFIED IN YOUR SUBSCRIPTION SUMMARY.
- Definitions. (a) a “concept” is a design idea. (b) a “revision” is a minor change to an existing concept such as color, font, or similar. (c) a “redesign” is a major change to an existing concept that adds to or removes elements which creates a new concept.
- Concepts & Revisions. Subscriber will be provided with a minimum of 4 logo concepts. The subscriber may select a single concept to use as is or choose up to 2 concepts to be revised up to a maximum of 3 times.
- Additional Concepts or Redesign. Two (2) new concepts or one (1) redesign may be purchased for additional fee of $100.
USE OF Agency Owl™ SERVICES
- Use Restrictions. Subscriber may use the Agency Owl™ Services solely for its own internal business operations or on behalf of Subscriber’s Clients. Subscriber may not resell Agency Owl™ Services to third parties. Subscriber will not, and will not permit or authorize third parties to: (a) rent, lease, or otherwise permit third parties to use the Agency Owl™ Services; (b) use the Agency Owl™ Services to provide services to third parties (c) circumvent or disable any security or other technological features or measures of the Agency Owl™ Services, or (d) reverse engineer any element of the Agency Owl™ Service, or use the Agency Owl™ Services or any of Agency Owl’s™ Confidential Information (as defined below) to create a product that competes with the Agency Owl™ Services.
- User Access. Subscriber is responsible for managing access to its Account. Subscriber may permit its agents or service providers to access the Agency Owl™ Services through its Account, provided that Subscriber ensures that any person or entity using its Account comply with the terms of this Agreement, and that Subscriber remains responsible for any action taken using its Account.
- Maintenance, Technical Support, & Website Updates. For so long as Subscriber is current with their subscription payments, Agency Owl™ will provide Subscriber with a reasonable amount of technical support, limited website maintenance and updates relating to Agency Owl™ Services. Website Maintenance is limited to (a) resolving browser compatibility issues, (b) emergency repairs due to hacker attempts, and (c) updating site software. Agency Owl™ at its discretion may charge an hourly rate for technical support by phone. The Subscriber will also be granted a minimum of 30 minutes of website updates per month (unless subscription level states otherwise) by email request during business hours, Monday through Friday, excluding U.S. holidays. Unused minutes will not rollover over to the following month. Updates are limited to adding client provided images, adding/editing text or pages, installing third-party widgets (not requiring configuration or setup), updating company details, links, or meta data. Update requests that do not meet these criteria will be billable.
- Protection against Unauthorized Use. Subscriber will use reasonable efforts to prevent any unauthorized use of the Agency Owl™ Services and immediately notify Agency Owl™ in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to the Agency Owl™ Services directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Agency Owl™ to prevent or terminate unauthorized use of the Agency Owl™ Services.
- Compliance with Laws. Subscriber will use the Agency Owl™ Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party.
- Hosting. Agency Owl™ will provide hosting and email service to its Subscribers for the duration of their subscription. Agency Owl™ websites and add-ons are not transferrable to third-party hosting servers; unless otherwise specified.
- Email Service. Subscribers may only use POP3/SMTP protocols; use of IMAP is prohibited. Email accounts will be limited to 100 MB of online storage space; unless additional storage is purchased. Online storage is intended to temporarily store your messages until they can be received by a mail client such as Microsoft Outlook, Windows Live Mail, Gmail, and etc. A mail client must be used to enable unlimited email service.
- Spam Policy. We have a zero tolerance stance against sending of unsolicited e-mail, bulk emailing, and spam. Any user who sends out spam will have their email account suspended.
- Right to Suspend Services. Agency Owl™ may suspend Subscriber’s use of the Agency Owl™ Services if Agency Owl™ reasonably and in good faith believes such suspension is necessary to prevent unauthorized use of the Agency Owl™ Services or to prevent an ongoing violation of any applicable laws or regulations. Agency Owl™ will use commercially reasonable efforts to notify Subscriber prior to any such suspension and will only suspend the Agency Owl™ Services to the extent necessary to prevent such unauthorized use or violation. In addition, if Subscriber fails to timely pay any fees in accordance with the terms of this Agreement, Agency Owl™ may, without limitation to any of its other rights or remedies, suspend the Agency Owl™ Services until it receives all amounts due.
- Right to Terminate Services. Agency Owl™ reserves that right to terminate access to Agency Owl™ services due to non-payment or failure to comply with this agreement. Upon termination Subscriber account will be deleted within 14 days.
- Reservation of Rights. Agency Owl™ grants to Subscriber a limited right to use the Agency Owl™ Services under this Agreement. Subscriber will not have any rights to the Agency Owl™ Services except as expressly granted in this Agreement. Agency Owl™ reserves to itself all rights to the Agency Owl™ Services not expressly granted to Subscriber in accordance with this Agreement. Agency Owl™ retains all copyright, patent, and other intellectual property rights in and to the Agency Owl™ Services.
BILLING & PAYMENT
- Setup Fees. Subscriber will be required to pay a minimum 50% deposit of website setup on project purchase date and the remaining 50% at site launch, unless otherwise agreed to.
- Subscription Payments. Unless otherwise specified, (a) the first month’s subscription payment will be auto-billed the 30th day after purchase, (b) subscription payments are auto-billed one month in advance, and (c) subject to a 2% late fee if not paid within a 15-day grace period.
- Domain Services. Domains are automatically renewed annually 60 days prior to the renewal date unless otherwise specified. Domains that have expired can be recovered within 45 days for a redemption fee of $250 plus the domain renewal fee.
- Returned Checks. Returned paper and (or) electronic checks will result in a returned check fee of $35.00.
CANCELLATION & REFUND POLICY
- Website Setup Fees. Cancellations after 48 hours, are subject to a $150 administration fee; cancellations after this time will be subject to an additional fee of $100 per hour worked up until the time of cancellation. This cancellation period does not apply to domain registration.
- Logo Design. Subject to a $200 administration fee, unless the Subscriber has approved or requested changes to designs or mockups, in this event refund requests will not be entertained.
- Subscriptions. Cancellations will go into effect on the renewal date.
- Refunds. Refunds will be given less hourly, administration fees, and outstanding balances associated with other subsubcriptions/services related to your account if applicable. (b) No refunds will be given if website and (or) add-on service setup that has been completed. (c) Fees for domain registration, renewals, or redemption are non-refundable.
- Definition of Confidential Information. For the purpose of this Agreement, “Confidential Information” means non-public information of Agency Owl™ or Subscriber disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, or any other information which a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party or which is of a confidential nature even though not specifically so designated. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
- Protection of Confidential Information. Each of the parties agrees: (a) not to disclose any of the other party’s Confidential Information to any third parties except as mandated by law and except to those agents, advisors, or subcontractors who have a reasonable need to access such information, and who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (b) not to use any of the other party’s Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and (c) to keep the other party’s Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of this Agreement. If a party is required by law to disclose the other party’s Confidential Information, it will promptly notify the other party (providing notice prior to disclosure if permitted by law), and provide reasonable assistance in seeking protection of such Confidential Information.
LIMITATIONS & DISCLAIMERS
- Indemnification Subscriber agrees that it shall defend, indemnify, save and hold Agency Owl™ harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against Agency Owl™, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Subscriber, its agents, employees or assignees. Subscriber agrees to defend, indemnify and hold harmless Agency Owl™ against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Agency Owl™; (2) any material supplied by Subscriber infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to Subscriber from Agency Owl’s server.
- Disclaimer. Agency Owl™ MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. Agency Owl™ EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Agency Owl™ RELIES ON THIRD-PARTY SOURCES FOR INFORMATION AND THEREFORE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUH Agency Owl™ SERVICE IS ACCURATE OR COMPLETE OR THAT ANY DATA PROVIDED THROUGH Agency Owl™ WILL ALWAYS BE AVAILABLE.
- Agency Owl™ SERVICES ARE NOT HIPPA OR PCI COMPLIANT; SUBCRIBERS ARE SOLELY RESPONSIBLE FOR ANY APPLICABLE COMPLIANCE WITH FEDERAL OR STATE LAWS GOVERNING THE PRIVACY AND SECURITY OF PERSONAL DATA, INCLUDING MEDICAL, FINANCIAL, OR OTHER SENSITIVE DATA.
- Internet Delays. Agency Owl™ MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Agency Owl™ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Third Party Services ALL TRANSACTIONS WITH THIRD PARTY PROVIDERS ARE SOLELY BETWEEN SUBCRIBER AND THE INDIVIDUAL PROVIDER. Agency Owl™ IS NOT THE AGENT, REPRESENTATIVE, TRUSTEE OR FIDUCIARY OF SUBCRIBER OR THE THIRD PARTY PROVIDER IN ANY WAY. SOME SERVICES PROVIDED BY Agency Owl™ ARE PROVIDED UNDER LICENSE WITH THIRD PARTY VENDORS, AND THE USE OF ANY SUCH THIRD PARTY SERVICES WILL BE GOVERNED BY THE APPLICABLE LICENSE AGREEMENT, IF ANY, WITH SUCH THIRD PARTY. SUBSCRIBER UNDERTAKES ALL TRANSACTIONS WITH THESE SERVICE PROVIDERS AT THIER OWN RISK.
- Limitations of Liability. Agency Owl™ SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES SUBCRIBER’S BUSINESS MAY SUFFER INCLUDED BUT NOT LIMITED LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, EVEN IF Agency Owl™ IS APRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING.
- Relationship. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party from collecting, licensing, or otherwise dealing in data or information from any third party.
- Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.
- Subcontractors. Agency Owl™ may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Agency Owl™ remains responsible for all of its obligations under this Agreement.
- Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by fax, e-mail, US mail, or insured courier, return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier or sending an email or fax.
- Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
- Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Virginia, without reference to its choice of law rules.
- Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Agency Owl™ Services under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Agency Owl™ Services will immediately terminate.
- Entire Agreement. This Agreement, including the applicable, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Agency Owl™ Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement, except that this Agreement does not supersede any prior nondisclosure or comparable agreement between the parties executed prior to this Agreement being executed, nor does it affect the validity of any agreements between the parties relating to professional services relating to the Agency Owl™ Services that Agency Owl™ may provide. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Agency Owl™ will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Agency Owl™ specifically agrees to such provision in writing and signed by an authorized agent of Agency Owl™. This Agreement may be executed in multiple counterparts, and may be signed electronically or via facsimile.