This ConnectLuxe™ Community Website Services Agreement (“Agreement”) is made and entered into the day of submitted on registration, by and between Energy Media Group | ConnectLuxe™. (“Provider”), a Florida S Corporation, with its principal place of business at 21346 St. Andrews Blvd., #411, Boca Raton, FL 33486 and “Community”, with its principal place of business at address submitted on registration.
Community desires to enter into this agreement for the purpose of having Provider develop a community website system which Community will pay Provider to access and use. This agreement sets forth the terms and conditions applicable to such development, access and use, and Community hereby agrees to these terms and conditions upon execution (electronic or otherwise) of this agreement by Community. If Community does not agree to be bound by the terms and conditions of this agreements, Community may not use or access the ConnectLuxe™ Communtiy Website System.
The Parties agree as follows:
Provider agrees to provider Community access to and use of the ConnectLuxe™ Community Website System which is mobile friendly. Provider will publish the website online only upon receipt of approval from the Community.
Set-up Fee. Community agrees to pay EMG a set-up fee in the amount of $ 0.
Monthly Service Fee. Community agrees to pay provider $ 0 per month (fees) for the services specified in the description of services above.
Any additional services not specified in the description of services above, will be charged to Community on an hourly rate basis of $75 per hour.
Provider shall have the right to identify potential advertisers and/or sponsors for the community website. In the event that any revenue is generated by such advertisers and/or sponsors appearing on the website, such advertising revenue shall be granted to the Provider.
Community will pay Provider within 15 days of receipt of invoice. Community will pay Provider’s costs and expenses monthly, and shall reimburse Provider for any third-party fees that the parties have agreed to prior to invoicing. There shall be a returned check fee of $35 assessed to Community on any returned checks. Interest may be charged by Provider on overdue account balances and any other fees and expenses not paid to Provider as provided hereunder at the rate of one and one-half percent per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was 30 days past due. Community further agrees to pay costs of collection, including reasonable attorney’s fees.
All payments due hereunder are net amounts to be received by Provider. Exclusive of all taxes, duties, sales taxes, value added taxes, assessments and similar taxes and duties, and are not subject to offset or reduction because of any costs, expense, taxes, duties, assessments, or liabilities incurred by Community or imposed on Provider in the performance of this agreement or otherwise due as a result of this agreement.
Unless earlier terminated as provided in this section, this agreement shall be effective commencing on the date stated in the first paragraph above and for a period of one year thereafter. This agreement shall automatically renew for successive one year periods, subject to earlier termination as set forth in this section. Unless either party notified the other on or before 30 days prior to the end of the then existing term. Provider may terminate this agreement with ninety (90) days written notice for any reason. Either party may terminate this agreement without notice upon the other party’s breach of any term, condition or obligation hereunder if such breach is not remedied within 30 days from the date of written notice with regard to such breach. Notwithstanding any provision to the contrary, Provider may terminate this agreement immediately without notice in the event of: (1) default in payment by Community; (II) bankruptcy or insolvency of Community; (III) any third party claim involving violation of copyright, trademark, or other intellectual property or proprietary rights.
5. Community Responsibility.
In addition to the obligations of Community as otherwise specified in this agreement, Community shall be solely responsible for the following:
- The accuracy and content of any information provided by Community to Provider;
- Any information, programs and other information that Community receives as a result of Community’s actions, including, without limitation, the entire responsibility of any losses of data, programs, viruses and disabling or harmful devices the Community may download or otherwise experience as a result of Community’s actions;
- Community agrees not to upload any content to the website which would infringe or otherwise violate the rights of any third party; Community represents and agrees that community shall only upload or supply to Provider website content which Community owns or is otherwise authorized to upload to the website;
- Community agrees to use the services in a manner consistent with any and all applicable laws and regulations;
- Community agrees to acquire a domain name for the website and supply same to Provider; and
- Community agrees to acquire an SLL certificate for the website and supply same to Provider;
All materials, documentation, computer programs, source code, mobile applications, inventions (whether or not patentable), pictures, images, audio, video, text, layout, arrangement, artistic works, and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret, or other property rights, created or developed by Provider while providing services (collectively, work product) is owned by Provider. Work product shall not include data, text and images uploaded to the website or supplied by community. If ownership of all right, title, and interest of the intellectual property rights in the work product shall not otherwise vest exclusively in Provider, Community hereby assigns to Provider, and upon the future creation thereof automatically of all work product. Notwithstanding any provisions to the contrary, unless agreed to in writing otherwise by the parties hereto, any domain names registered and purchased by party, as well as any SSL certificates, shall be the sole property of such party, even upon termination of this agreement. Notwithstanding any provisions to the contrary, unless agreed to in writing otherwise by the parties hereto, Provider shall own all rights, title and interest in any databases created in connection with the website or use of the website, and Provider shall have the authority to use of such databases in accordance with applicable law.
7. Disclaimer of Warranty.
Provider does not make any express or implied warranties with respect to the services or any products provided under this agreement, including but not restricted to, the implied warranties of merchantability and fitness for a particular purpose and/or non-infringement. Provider disclaims any warranty with respect to the security of the website and/or that data will not be destroyed, lost, intercepted, or altered by unauthorized persons.
8. Limitation of Liability.
In no event will Provider be liable to Community for any indirect, incidental, or consequential damages arising out of the services or any products provided under this agreement, even if Provider has been advised of the responsibility of such damages. Provider’s liability to Community for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to a maximum of the fees paid to Provider by Community during the 12 months immediately prior to the event giving rise to the cause. In no event shall Provider, its subsidiaries or affiliates, or any of their directors, officers, members, managers, employees or agents by liable for any direct or indirect damages relating to any act or omission of Community and/or Community’s employees, agents, representatives, contractors, or invitees, any user of the website or third party.
9. Limitations of Service.
Unfortunately, computers need routine maintenance and sometimes breakdown; also Provider cannot control the timing or volume of attempts to access any server. As a result, Provider does not guarantee that Community or any third-parties will be able to access the website created by Provider at any particular time.
Community agrees to indemnify, defend, and hold Provider and its subsidiaries, affiliates, members, managers, officers, directors, employees, and agents (collectively, “Provider et al”) harmless from and against any and all claims, suits, actions, liabilities, losses, costs, reasonable attorney fees, expenses, judgments, or damages (Collectively ”Loss”) resulting from any claim made or suit brought against Provider et al, to the extent such loss arises out of, results from or relates to (I) the negligent, reckless or willful act or omission of Community and/or Community’s employees, agents, representatives, contractors, invitees, or users of the website (collectively, “Community et al”), (II) any breach of this agreement by Community et al., (III) claims of infringement or violation of other intellectual property rights or proprietary rights relating to the website, (IV) use of the website by Community et al., (V) any products or services offered, sold, endorsed or otherwise displayed on the website, or (VI) any website content. The above indemnification provision shall survive the termination or expiration of this agreement.
Each party is hereby granted permission to use or reference the other party’s name and trademark in its promotional materials for the purpose of identifying the party as a Community or Provider, respective of their role to the other party, and/or location to find additional information on products and services. Each party is granted permission to use the other party’s trademarks and trade names only as necessary in the performance of its obligations under this agreement.
12. Confidential Information.
The parties each agree to maintain as confidential and to not disclose the terms of this agreement to any third party except as permitted herein or may be provided by law or legal process.
13. Entire Agreement.
This agreement contains the entire understanding between the parties with respect to the products and services to be provided by Provider, and no representations, statements or inducements, oral or written, not contained herein shall bind either party.
Should any part of this agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determined shall not affect the validity of any remaining portion, and such remaining portion shall remain in full force and effect. This agreement is governed by and construed in accordance with the laws of the state of Florida. This agreement shall be binding upon and inure to the benefit of each party in their respective heirs, successors and assigns.