Terms & Conditions - Great Dental Websites

TERMS AND CONDITIONS

TERMS AND CONDITIONS (SUMMARY)

It is important that you read and understand our entire terms and conditions before signing up for our services. The entire terms and conditions can be found at the end of this document. To assist you with your review, below is a brief summary statement for each of the key sections of the terms and conditions. The summary provided below is merely a handy reference guide, and is not a substitute for reviewing the entire terms and conditions, which constitute the binding agreement. Any capitalized terms that appear, but are not defined in the introduction, have the meanings given to them elsewhere in the terms and conditions.

These terms and the signed Proposal represent our agreement with you.
We do not have long term commitments. Either party may request adjustments to or cancel the Services by providing reasonable notice during the prior month to when the adjustment will be effective. Cancellations occurring during the current billing cycle will be effective for the following month. We aren’t responsible for delivery delays outside of our control.
You are responsible for all content and images on your site including the site terms, conditions, and any privacy policy.
You agree to pay us as outlined in the Proposal and any future services upon invoice. We do not offer refunds on collected funds outside of your initial 14-day Guarantee.
You own your website, domain, content and images. We own all software, processes and artifacts created or used to deliver your services. If you request, you will receive a full HTML copy of your website with all associated images.

TERMS AND CONDITIONS (FULL)

Great Professional Websites, Inc. operated as Great Dental Websites (collectively, “Company”) provides a range of marketing products and services for local businesses (the “Services”). The Proposal (the “Proposal”), once signed by the Client, sets forth which Services are being purchased by the client (“you” or “Client”), the costs for such Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Services Terms”) are incorporated by reference into and made a part of any Proposal submitted to the Company and govern the relationship between you and the Company. These Services Terms also apply to any Services you may sign-up for without a Proposal throughout the course of your relationship with the Company. All Proposals are subject to acceptance by the Company, in its sole discretion. The Proposal and any attachments or exhibits thereto, the Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.

Terms and Conditions.
1. These Terms shall apply to all Services agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. These Terms and the Agreement may only be varied by express written agreement between the Company and the Client.
Obligations of Company.
1. Provide Agreed Services
  1. The Company shall provide the services listed in the executed Proposal until either party elects to modify the Services as outlined in Changes to Services, Terminate the Agreement under the conditions outlined in the Term and Termination section, or the Client becomes delinquent in payment as defined in Pricing and Payment.
Obligations of Client.
1. Provide Feedback and Information
  1. Client shall provide, at its own expense, assistance, feedback, and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of the Proposal. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution have the necessary skills and authority.
2. Client Responsible for Information
  1. The Client information provided to the Company either through modifications of provided content, additions of own content, or acceptance of provided content is the responsibility of the Client. The Client, through their request to the Company or an employee or agent of their choosing, is responsible for updating content via the Company’s website platform.
  2. You are responsible for having a terms of use and privacy policy for any website hosted by us for you as part of the Services (your “Hosted Site”). However, the terms of use for your Hosted Site must designate us as third party beneficiary and must contain intellectual property, limitations of liability, limitations of remedy, disclaimers of warranty and indemnification provisions each for the benefit of Company which are at least as favorable to Company as contained in this Agreement. Your Hosted Site’s privacy policy at a minimum, must disclose any and all uses of personal information that you collect from users; (b) include a paragraph provided or approved by us that describes our collection and use of your customer’s information; (c) provide a hypertext link to your privacy policy on the home page of your Hosted Site and on all pages where you collect personal information from users; and (d) use personal information only as expressly permitted by your privacy policy. If Company offers templates for a terms of use or privacy policy, you understand these services are “as is” and with no warranty of any kind. Consult an attorney on your website’s practices. You agree to indemnify, defend and hold us harmless from and against any and all claims stemming from your failure to comply with this provision and/or your failure or refusal to abide by the terms and provisions of any applicable privacy policies or terms of use, or lack thereof.
Changes to Services.
1. Throughout the course of the Agreement the Client or the Company may add, remove, or modify their Services within the bounds of standard practice for each service as communicated by the Company or its employee.
2. Changes by the Company, including any resulting revisions of pricing and payments, must be communicated through written notice including email.
3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or government regulation.
Term and Termination.
1. Term
  1. The Agreement shall commence upon the execution of the Proposal (“Effective Start Date”) and unless otherwise provided in the specific Services description, shall continue until cancelled in accordance with the terms of this Agreement.
2. Termination
  1. This Agreement may be cancelled by either party at any time, upon written notice delivered which may be provided by email subject to the terms of Section 6 below. Upon the notice of cancellation, the Company will continue to provide any Services for the remainder of a previously invoiced and paid monthly cycle. If cancellation occurs prior to the launch of the Client’s website, development will cease and all completed artifacts will be delivered to the Client.
  2. No termination or expiration of this Agreement shall abridge or deprive either party of any remedy it may have against the other party arising out of this Agreement or as a matter of law or otherwise.
  3. The Company is entitled to terminate this Agreement without notice in the event that the Client’s account becomes delinquent for the Services not paid in accordance with these Terms.
3. Effect of Termination; Survival.
  1. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Services may continue to be available on the Internet following termination of Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to the Company as of the effective date of termination.
Pricing and Payment.
1. Payment for Services
  1. You agree to pay the amounts set forth in the signed Proposal in accordance with the timing set forth in the Proposal. The fees and charges are divided into one-time fees and recurring fees.
2. Collection of Amounts Owed
  1. Bills are due and payable by Client upon receipt of Company’s invoice. Delinquent accounts are subject to deactivation at any time.
3. No Refunds
  1. You agree payment is non-refundable, except as provided in the Guarantee noted below.
  2. You are responsible for the full monthly service fee for any month you receive service and any one-time fees. Company will not provide a pro-rata refund for any prepaid fees regardless of when your service is terminated.
4. Money Back Guarantee
  1. Within 14 days from the Effective Start Date, the Client may elect to evoke the Guarantee and receive a refund on any paid funds.
5. Changes in Pricing and Payment
  1. The Company, at its sole discretion, may increase or decrease the fees, charges, and payment requirements for its Services provided that such changes are communicated to you via electronic or written communication with at least 30 days notice.
Intellectual Property
1. What We Own
  1. In providing the Services, the Company may provide the Client access to materials, products, and access to proprietary software platforms, including, but not limited to, software, software documentation, all informational text, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All Company trademarks and service marks, logos, slogans and taglines are the property of Company. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed of Company without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.
2. Your Rights to Use What We Own or License
  1. The Company may provide you access to our proprietary software platform, thereby permitting you access to various Materials as well as the ability to manage various aspects of your website(s). You agree to fully and accurately provide the information requested by us when setting up your accounts and to regularly update such information as appropriate. Your failure to do so may result in the cancellation of your account and loss of Services. You further agree (a) not to provide access to anyone who is not your employee, and (b) to ensure all individuals permitted to use the software platform are aware of and have agreed to comply with the terms of this Agreement.
  2. Subject to this Agreement, the Company grants the Client a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference (“User ID”) to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement. This license does not permit you, and you agree not to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on, or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement. You will not reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Any use of the Materials for any purpose other than as specifically permitted herein or without our prior written consent or the prior written consent of our licensors, as applicable, is expressly prohibited. You further grant us the right to place disclaimers, our Company name, logo and hyperlink in the footer of your hosted website. You may request in writing or email that we remove our Company information from your hosted website and we will remove information accordingly. We reserve all rights not expressly granted in this Agreement.
  3. The Services may include certain third-party software and services, which may require that you enter into separate subscription or licensing agreements with third-party vendors. You will comply with and, upon request, execute, any agreements that may be required for the use of such software or services, and to comply with the terms of any license or other agreement relating to third-party products included in the Services or made accessible to you through the Services. Your use of the Services or of such third-party products or services will constitute your agreement to be bound by the terms of all licensing, subscription and similar agreements relating to such use.
  4. You agree that the Materials available through the Services are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute your professional judgment. We are not responsible for the accuracy or completeness of Materials available from or through the Services. You assume full risk and responsibility for the use of Materials you obtain from or access through our Services.
  5. You will comply with all applicable laws and regulations in using our software platform, Services and Materials pursuant to this Agreement, including laws, regulations, orders or other restrictions on export, re-export, or redistribution of software, and you will obtain all necessary export licenses.
  6. If you are using our Materials featuring a model or property with a subject that would be unflattering or unduly controversial to a reasonable person, you must accompany such use with a statement that indicates that (a) the Material is being used for illustrative purposes only; and (b) any person depicted in the Content is a model.
3. Rights to Materials Upon Termination
  1. Upon Termination, Client shall lose access and no longer have rights to any Materials, outside of those listed in Section (7.c.ii) below, provided with the Services including but not limited to the proprietary software platform used to manage the Client’s website(s).
  2. Clients in good financial standing, whose account is paid in full for the Services provided shall be entitled to request and receive an export of HTML code and necessary content and image to present a static version of the Client’s website(s). An export is only provided upon written or email request by Client within 1 week of Termination. Upon delivery of exported code and associated artifacts Client assumes all responsibility for managing website including making the static website accessible online.
  3. Client will also maintain ownership and rights to their domain name(s), email address(es), third-party directory accounts set up for SEO purposes.
Giving Us Access to Other Accounts and Services
1. Some of our Services may require you to give us access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to us or give us access to these third party accounts, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords. In addition, for certain Services, you grant the Company permission to create and submit content on your behalf to press release news outlets, directories, search engines, social media outlasts, and other destinations.
Warranty and Limitation of Liability.
1. The Company shall not be liable for any direct or consequential costs or damages resulting from the delay or stoppage in delivery of the Services caused by a Force Majeure (as defined in Section 11 below) event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
2. The Company warrants that the Services will conform with their description using reasonable care and skill to conform in all material respects. Except for the above express limited warranty, the Company makes, and Client receives, no warranty or guaranty with respect to the services and/or the Client information, express, implied, statutory, or in any other provision of this agreement or communication with Client, and the Company specifically disclaims any implied warranty of merchantability or fitness for a particular purpose.
3. The Company expressly disclaims any liability and Client agrees to hold Company harmless for any liability arising from information posted on the Client’s website, information stored on the Client’s website including, without limitation, any damage or destruction of Client information and/or the services, any unauthorized use by any third party of any Client information and any violation of any property rights of Client or any third party in the Client information. It shall be Client’s sole duty and liability to monitor the Client information to maintain its accuracy and completeness on its website and to promptly make all corrections, modifications, repairs and replacements which may be required in order to maintain the Client information on its website.
4. Any claim by Client on account of breach of warranty shall be waived conclusively unless Client gives the Company written notice thereof within thirty (30) days of performance of the alleged defective Marketing Service by the Company. The Company shall not be responsible or liable to Client or to any third party for any lost profits, or incidental, consequential, indirect, special or contingent damages for any breach of warranty or other breach of the Company’s obligations hereunder, the Company’s liability and Client’s exclusive remedy being limited to the Company’s choice of: (i) reperformance of the Marketing Service in order to correct any such defect; (ii) the refund of the Fees for the defective Marketing Service, or (iii) the granting of a reasonable allowance on account of such defects. The Company shall be given a reasonable opportunity to investigate all claims and to inspect allegedly defective Services.
5. Client agrees to and hereby does indemnify, defend and hold the Company, its directors, officers, employees, agents and computer and other consultants and advisors free and harmless from and against any and all loss, claim, damage, expense, penalty, demand, reparation, cost of defense, attorney’s fees or liability whatsoever (whether paid or credited under settlement, order, judgment or otherwise) arising out of or in any way caused by or connected with the Services furnished pursuant to this Agreement and/or the Client Information, excluding only any claim within the scope of the limited warranty and remedy herein above set forth in this Section.
6. Should the above be limited or excluded by law of the Client’s domicile, the invalidity of such terms and conditions shall in no way invalidate any other conditions in this agreement. Client agrees to hold the Company harmless from any claims of infringement or defamation with regards to the names any other unique materials specified by Client for the Website. Client agrees not to modify the software or examine, copy, or reverse engineer the source code of the software in any way, or to allow any other person to do so.
Your Representations, Warranties and Covenants.
1. You represent and warrant that you have all necessary rights and authority to enter into the relationship with the Company contemplated by the Agreement. You represent, warrant and covenant that any content or materials that you provide to the Company do not and will not: (i) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (ii) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (iii) be defamatory or libelous; (iv) be pornographic or obscene; or (v) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.
Miscellaneous
1. Governing Law.
  1. The Agreement will be governed and construed in accordance with the laws of the State of Colorado without giving effect to conflict laws principles.
2. Electronic Communication and Notices.
  1. When you use our sites and services, or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our sites and services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. Severability.
  1. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
4. Assignment.
  1. You may not assign the Agreement without the prior written consent of the Company. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
5. Force Majeure.
  1. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.