Terms of Service
Last Revised: June 9, 2017
In this document, we try to write everything in plain English and to do that we use terms like “we” and “you” a lot. “We,” “us,” “our,” and “the Company” that shall refer to JMG Marketing Group, LLC, a limited liability corporation registered in the State of Colorado. “You”, "Your," "User" or “Client” shall refer to any individual or entity who accepts this Agreement and/or uses the Services.
There is some unavoidable legalese at various places in the document. Sorry, 0ur attorney required it.
This Terms of Service Agreement (this “Agreement”) is entered into by and between us and you. It is made effective as of the date of electronic acceptance ("Effective Date"). This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and the applicable product agreements.
Occasionally in this document, you will see a PRO TIP. These are helpful tips that we offer from our experience of working with clients and seeing web projects through to completion. You will also frequently see some italicized text that designates an important point we don’t want you to miss.
On occasion, we may find it necessary to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. We may occasionally notify you of changes or modifications to this Agreement by email. Therefore keep your account (“Account”) information, including your email address, current.
2. Description of Services
This Agreement applies to JMG Marketing’s delivery of services in connection with the your website, which are described in the Proposal (“Proposal”) as approved by the parties, (the “Services”). Any approved Proposal is considered part of this Agreement (incorporated by reference).
JMG Marketing will complete the Services in accordance with the Milestone Schedule contained on the Proposal (the “Milestone Schedule”).
We have an active queue of work and place your project in the production queue after we receive your content and other items necessary to complete the project ("Queue Date"). We shall use commercially reasonable efforts to make your website visible to the public ("Launch") within the time allotted after the Queue Date. Often times delays can occur while your domain name propagates to our servers. We have no control over a domain propagating.
Business days do not include holidays, weekends, or days our office is closed.
In addition, it may be necessary, and we reserve the right, to engage the services of an independent subcontractor, including without limitation, authors, copywriters. photographers, developers, and designers. We make every effort to work only with reputable partners and service providers.
Client shall deliver to us all content as stated in the content section of this website, or as requested by us (“The Content”). If you do not supply us The Content or other items necessary to complete the project, within 30-days after the Effective Date, we shall consider your project suspended. A suspended project is no longer in our production queue. While the project is suspended, we will not perform any additional work. If all of The Content is provided after the 30-days of the Effective Date, the project will be put at the back of our production queue. However, we are no longer obligated to Launch your StartR.website within ten business days.
PRO TIP: It is our experience that collecting The Content from our clients is the primary reason for a delayed Launch. The clients that take advantage of our professional copywriting service, get their websites Launched faster.
The Client and JMG Marketing may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that: 1) is already known to the party to which it is disclosed; 2) is or becomes part of the public domain without breach of this Agreement; or 3) is obtained from third parties, which have no obligations to the parties to this Agreement to keep information confidential. Specifically, all of the Client’s business plans shall be considered confidential information.
Coordination and Cooperation. Client shall assign an employee or representative to be the point of contact for us. All Agreements accepted by, or additional work requested by such point of contact shall be binding on the Client. In addition, Client agrees to be responsive to our inquiries and agrees to cooperate and coordinate as needed to allow us to fully understand Client’s business and for the provision of Services.
JMG Marketing Responsibilities.We will complete the Services in accordance with this Agreement. We shall use good business practices and judgment, subject to the cooperation of Client, to make available to Client the deliverables contained in this Agreement.
You are solely responsible for your products, services, or downloads ("Products") and Ecommerce related activities, and any promotions and related Content contained or referred to in your website, and compliance with any laws applicable thereto. We are merely providing the platform for you to sell your online Ecommerce activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer of your Products. When someone purchases your Products, such transaction’s payments will be processed through such third party payment service providers with which you decided to register and set up an account (“Service Provider”), in accordance with such Service Provider’s terms of service and other applicable policies. We are neither a party to nor are responsible in any way for your relationship with any such Service Providers, or for the actions of any of these Service Providers.
By using any of our Ecommerce features, you acknowledge, warrant and agree that:
You shall be solely and fully responsible for all Taxes and fees of any nature associated with your Ecommerce activities, including any Taxes related to the purchase or sale of the Products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your customers ("End Users") of such and provide them with a duly issued invoice as required by law;
Any taxes indicated by the Ecommerce features provided to you by us are solely provided for illustration purposes only, and may not be relied on in any way;
You shall be responsible for and bear all costs of procuring and delivering your Products, and for providing them in a safe and professional manner, consistent with industry standards;
You are solely responsible for any and all statements and promises you make and for all assistance, warranty and support regarding the Products, and shall provide true contact information in your website for any questions, complaints or claims; and
You may not offer or sell any Products, or provide any information, Content or material regarding Products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export; and –
We may, at any time and at its sole discretion, suspend, disable access to or remove your StartR.website and/or any Products - whether or not incorporated, published with or made a part of your StartR.website at such time, without any liability to you or to any End Users, including for any Capacity Loss resulted therefrom.
Client agrees to compensate JMG Marketing at the rates identified in the fee schedule set forth in the Proposal. Such rates are exclusive of any federal, state, or local sales or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein.
- Project Based Compensation. Client shall pay JMG Marketing the sum set forth in the Proposal.
- Hourly Compensation. Client shall pay JMG Marketing at the rate per hour for time spent by its employees and agents providing services as set forth in the Proposal.
- Upon execution of this Agreement, Client shall pay a non-refundable deposit of seventy percent (70%) or $5000, which ever is grater, of the total compensation set forth in the Proposal.
- JMG Marketing bills its time in fifteen-minute increments.
WE RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.
- Customer will pay all invoices upon receipt.
- Client Payments for hourly fees will be made upon receipt of JMG Marketing's submission of an itemized statement for work completed.
- Expenses. Client agrees to pay all fees and expenses necessary for the completion of services or otherwise associated with its commercial website, including without imitation, domains, plugins, themes, and hosting fees. All expenses shall be invoiced by JMG Marketing or by third party services providers directly to Client. Client agrees to reimburse the JMG Marketing for any critical Client requested expenses necessary for the completion of the project.
- Returned Check fee. $20.00.
- Late Payment Fee. A late charge of one percent (1%) per month shall accrue on billings not paid within 30 days. Client shall be responsible for any costs incurred by JMG Marketing in the collection of unpaid invoices including, but not limited to, collection and filing costs and reasonable attorney's fees.
- Cash Payment Discount. All of our clients are offered a cash or check payment discount of fees owed to JMG Marketing of 3%.
7. Hourly Rate
To the extent that Client requires or requests JMG Marketing to perform services outside the scope of an existing Proposal, as determined by JMG Marketing in its sole discretion, JMG Marketing will charge an additional hourly fee for such additional services or out of scope work. Client agrees to pay JMG Marketing at the hourly rate of per $120.00 hour for any such services performed by JMG Marketing. Hourly rate is subject to change.
8. Cancellation and Refunds
If the project is cancel, by either you or I, after this agreement has been executed, your initial deposit or minimum hourly rate is non-refundable for any reason. If the project is canceled, by either you or I, at any point after development phase has begun, you are liable for the entire cost of the project. We really hate to get fussy about these things, so please be sure you are ready to hire us.
We do not offer refunds for any reason.
If for any reason we are unable to charge your Payment Method for the full amount owed for the Services provided, or if we receive notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your Payment Method, you agree that we may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation, without notice to you, or Services registered or renewed on your behalf.
JMG Marketing Warranties. JMG Marketing represents and warrants that the Services and deliverables will not (a) infringe on the intellectual property rights of any third party, (b) violate any applicable law. In addition, JMG Marketing warrants that the Services and deliverables will (a) conform to the applicable specifications contained in the Proposal at the time when delivered, and (b) will be prepared in a professional manner; Agreement and if it fails to so conform or function upon delivery, JMG Marketing shall promptly correct the Services and deliverables at JMG Marketing’s sole expense.
Client Warranty. The Client represents to JMG Marketing and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to JMG Marketing for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend JMG Marketing and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
10. Disclaimer Warranties
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11. Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of JMG Marketing Group, LLC and any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.
The Client agrees to indemnify and hold harmless JMG Marketing Group, LLC, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Client shall own all right, title and interest in and to the content of the Services and deliverables, and Copyright to the finished assembled work of web pages and graphics produced by JMG Marketing shall be vested with the Client upon full payment for the services rendered pursuant to the applicable Proposal, and any hourly fees incurred pursuant to this Agreement. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. If there is any part of the Services that is not possible for Client to own, JMG Marketing hereby grants to Client a worldwide, non-exclusive, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, create derivative works of, publicly perform and publicly display all Services and deliverables and such software, code, development tools, concepts, techniques, methods, processes and routines, as well as derivatives and modifications thereof, that are contained in the Services and deliverables. JMG Marketing agrees to take all appropriate actions and execute such documents reasonably requested by Client to perfect or protect such rights. Notwithstanding the foregoing, the parties recognize that performance of JMG Marketing hereunder will require the skills of JMG Marketing and, therefore, JMG Marketing shall retain ownership of and the right to use, without fee and for any purpose, such “know-how”, ideas, techniques and concepts used or developed by JMG Marketing in the course of performance the Services.
b) JMG Marketing and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios and as an example in our promotional material and case studies. We may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past.
c) Client agrees that its website will not “go-live” until full and final payment is made. JMG Marketing reserves the right to remove web pages from viewing on the Internet until full and final payment is paid. JMG Marketing reserves the right to remove web pages from viewing on the Internet if monthly subscription fees are not paid.
We retain the right to display all designs as examples of their work in their respective portfolios and as an example in our promotional material and case studies. We may ask you for a quote describing your experience working with us. We may also ask you to be a reference should any future clients desire to speak with people we’ve worked with in the past. Finally, we will place a small StartR.website logo and link (called an attribution link) in the footer of your website that links back to our homepage.
15. General Rules of Conduct
Subject to the terms and conditions of this Agreement, we grant You a limited, revocable, non-exclusive, non-sublicensable license to use the StartR.website.
You shall not use StartR.website to promote, provide content referencing, facilitate, contain, or uses any of the following:
- Sell drug or alcohol-related content, tobacco products, or ammunition and/or firearms;
- Content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent;
- Gambling, including without limitation, any online casino, sports books, bingo or poker;
- Illegal activity and/or illegal contests, pyramid schemes, sweepstakes or chain letters; or
- Content that is hateful, threatening, defamatory, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
16. Third-Party Software
As part of your website, you may be allowed to use certain software, widgets, or other applications (“Software”) developed, owned, or licensed by third-party providers as we may contract with from time to time. If the Software is accompanied by or require consent to a license agreement from the third-party provider, your use of the Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.
Software is neither sold nor distributed to you and you may use the Software solely as part of a maintenance package as outlined in the Proposal; you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Software; and you may not modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.
We make no representations or warranties about any third-party Software offered in connection with your website, and expressly disclaims any liability or responsibility regarding the same.
17. Choice of Law and Forum
Attorney’s Fees. In the event there is any dispute concerning this Agreement, and any party hereto retains counsel for the purpose of enforcing any of the provisions of this Agreement or asserting the terms of this agreement in defense of any suit filed against said party, the prevailing party in such dispute shall be entitled to recover, in addition to any other remedy to which such party may be entitled to recover, all of its costs and attorney’s fees incurred in connection with the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law principles. Colorado Courts shall have jurisdiction over any matter arising out of or relating to this Agreement, and each of the Parties hereby submits to the exclusive jurisdiction of such courts.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.