zoingly! Terms and Conditions
The undersigned (the “Client”) hereby engages Clear Idea Labs, LLC d/b/a zoingly! (the
Company”) to perform WordPress website support and maintenance services.
- Services. All services provided by the Company to the Client shall be subject to these terms and conditions and the terms and conditions of any applicable monthly maintenance plan selected by the Client. The Client acknowledges and agrees that the Company’s services are limited to low complexity updates to the Client’s website, i.e., text updates, image updates (re-sizing and/or cropping), plugin installation updates, security updates and configuration. Any services beyond the foregoing, including, without limitation, graphic design, creation of content, building a website, website hosting or server work, are not included in any monthly maintenance plan offered by the Company and must be agreed upon by the parties prior to any such services being performed by the Company.
- Use of Ticketing System. In addition to regular monthly maintenance plan, the Client may engage the Company to perform small changes to the Company’s website via the Company’s ticketing system. Requests for work via the ticketing system may only be submitted by agents of the Client who have been properly authorized and credentialed in accordance with the Company’s policies and procedures.
- Website Requirements. The Company will only provide services to the Client if the Client’s website is a “Qualifying Plan.” For purposes of these terms and conditions, a “Qualifying Plan” means a stable website built on a WordPress platform that requires changes from time to time, but does not require full rewrites or redesign. The Company shall make the final determination, in its sole discretion, of whether a website is a “Qualifying Plan.”
- Client Cooperation. The Client agrees to provide the Company with all login credentials for its website and any other information required for the Company to perform the services requested by the Client hereunder. Failure of the Client to provide such information in a complete and timely manner shall not excuse the Client from its payment obligations hereunder.
- Completion of Services. The Company shall use commercially reasonable efforts to complete all service requests properly submitted via the ticketing system within one (1) business day; however, the Company offers no warranty or guarantee regarding the timeliness of the performance of any services hereunder or any applicable monthly maintenance plan.
- Payment. All fees for services rendered by the Company to the Client shall be subject to and in accordance with the terms and conditions of any applicable maintenance plan or as otherwise set forth on the Company’s website. The Client hereby authorizes the Company to automatically debit its credit or debit card on file with the Company in order to ensure prompt payment of all fees due hereunder.
- Third Parties. The Company assumes no responsibility for services provided by third parties through the Company or otherwise, including the hosting of the Client’s Website. The Company will use commercially reasonable efforts to ensure that website downtime is kept to a minimum.
- Maintenance and Correction of Errors. The Company assumes no responsibility for the functionality or maintenance (except as set forth in a maintenance plan offered by the Company and subscribed to by the Client) of the Client’s website after services hereunder have been completed. The Company will correct technical and typographical errors without additional charge free of charge, but correction of errors caused by third parties shall only be performed for an additional fee.
- Disclaimer of Warranties. All services provided by the Company to the Client are provided on an “as-is” basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement.
- Limitation of Liability. In no event shall the Company, its employees, members, managers, agents or affiliates be liable to the Client or any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not the Company has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the performance of services hereunder. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to the Client.
- Termination. The Client may cancel its subscription at any time via the Company’s website, provided that payment is up-to-date. Cancellation will occur at the end of the billing period. No pro-rata refunds will be made available. The Company may cancel any applicable plans at any time, for any reason, without prior notification and will provide a cancellation notice either electronically or in writing sent to the address of record for the Client.
- Status of Parties. The Client and the Company are independent contractors and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither party shall have any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
- Changes to Terms and Conditions. These terms and conditions may change from time to time at the sole and absolute discretion of the Company and without prior notice to the Client and shall thereafter apply to all services rendered by the Company to the Client.
- Laws. Harmful Content. You may not use the Services to violate any local, state or federal law or regulation. In particular, you may not violate laws prohibiting: copyright, patent, trademark or trade secret infringement, misuse or misappropriation; distribution of child pornography, child erotica, non-consensual sex acts or beastiality; illegal gambling; defamation, harassment or libel; false advertising; slander or transmission of malicious code or to gain access to other networks. Further, you may not use the Services in connection with any content that we reasonably believe: promotes, incites or threatens violence; contains harassing content or hate speech; is defamatory or violates a person’s privacy; infringes on another person’s copyright, trade or service mark, patent or other property right; constitutes illegal arms trafficking; or, is likely to result in retaliation against zoingly!’s system, network or employees, including behavior that results in a server being the target of a denial of service attack.
- Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree that exclusive venue shall be in the courts of Sarasota County, Florida for all disputes arising out of this Agreement. The parties each hereby consent to the jurisdiction of such courts, and hereby waive any jurisdictional or venue defenses otherwise available to them. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. This Agreement shall be binding on the parties as well as their respective parents, subsidiaries and affiliated entities, if applicable. Each party hereto and the persons executing this Agreement on its behalf represent and warrant to the other that each such person has the full power and authority to execute this Agreement on behalf of the party he or she represents.