CPA Marketing

Terms and Conditions

Subscribers Terms and Conditions

THIS SUBSCRIBER’S TERMS AND CONDITIONS AGREEMENT (“T&C Agreement”) IS A CONTRACT BETWEEN YOU AND SERVICE2CLIENT, LLC (“SERVICE2CLIENT”). READ THE TERMS AND CONDITIONS SET FORTH HEREIN CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN OR IN ANY OTHER SERVICE2CLIENT POLICY OR AGREEMENT, DO NOT USE SERVICE2CLIENT PRODUCTS OR SERVICES. THIS T&C AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.

Service2Client provides products and services, as well as access to third-party products, add-ons, domains and sub-domains (collectively, the “Products and Services”). In consideration of the use of Service2Client’s Products and Services by the Client, Subscriber, Lessee, User, or Owner (collectively, “Subscriber”), Subscriber agrees to the terms and conditions set forth herein, including any other agreements incorporated into the T&C Agreement, and as amended from time to time.

Products and Services:

Generally. Service2Client provides a suite of Products and Services to which Subscriber may subscribe, which includes the following: (1) website hosting and management (“Website Hosting”); (2) Dynamic Content; (3) email database storage (“Email Database”); (4) CPA Email Newsletter (“Newsletter”); (5) CPA Email Marketing (“Email Marketing”); (6) CPA Employee Portal (“Employee Portal”); and (7) an encrypted transfer system (the “ICF Files”). Service2Client also designs websites that may be purchased by a Subscriber (“Website Design”). The Products and Services are regularly backed up and archived. The Products and Services may be bundled or purchased or leased separately.

Website Design. Service2Client provides Website Design as part of its Products and Services. The Website Design Product and Service may be bundled with other Products and Services. Upon choosing to purchase Website Design from Service2Client, Subscriber will be provided access information to MyWebDocs in order to provide content for the custom website (the “Firm Information”). Subscriber shall have ninety (90) days to complete and upload the information required by MyWebDocs to avoid incurring administrative, maintenance, and other setup fees (the “Set Up Fee”). If the Subscriber fails to complete and upload the information onto MyWebDocs within the (90) ninety day period, the Subscriber shall be subject to additional reasonable administrative and maintenance expenses. The cost of such Product and Service depends upon the nature, scope and complexity of the website sought by the Subscriber and the cost shall be set forth in a separate agreement, which may contain additional terms. Subscriber acknowledges and agrees that any images found on Service2Client’s website templates are for display on the template from which the images originated at time of purchase, and are not to be reused for any purpose. Subscriber further agrees to hold Service2Client harmless for the use or misuse of any images or text found on   our website templates. Service2Client reserves the right to collect any financial penalties arising from Subscriber’s misuse of images or text found on its website templates. Subscriber acknowledges that it may purchase the Website Design Product and Service separately, or along with any other Products and Services and that Web Hosting Product and Service is not automatically included with the Website Design, but may be bundled with such Product and Service. Subscriber further understands and agrees that the purchase of the Website Design Service does not include purchasing the Dynamic Content Product and Service, or its source code.

Website Hosting. Service2Client’s Website Hosting Product and Service provides the Subscriber with websites hosted by Service2Client which are regularly backed up and archived. The Subscriber may choose to purchase a Website Hosting subscription service that is bundled with ICFiles. Subscriber will be solely responsible for all information contained on the pages of the website for which Service2Client may provide Website Hosting. Service2Client reserves the right to add, modify or delete the standards required for use of its Website Hosting Product and Service. In performing Website Hosting, Subscriber agrees that Service2Client may remove information it deems inappropriate for professional websites from the Subscriber’s website or for which it receives a legal notice, demand, or court order to remove. Such a determination is made in Service2Client’s sole discretion; however, the Subscriber will be provided notification if such actions are required. Service2Client will use reasonable efforts to protect the Subscriber’s website from unauthorized access; however, Subscriber understands and agrees that due to the nature of the internet, Service2Client cannot guarantee that such unauthorized access will not occur. Consequently, Subscriber hereby agrees to indemnify and hold Service2Client harmless, including from any acts or omissions of its own negligence, in the event that unauthorized access to Subscriber’s website occurs.

Dynamic Content. Dynamic Content consists of an online newsletter that contains certain articles, accounting terms glossary, tax-related hyperlinks, and financial tools (“Dynamic Content”). The Dynamic Content is a separate Product and Service and may be subscribed to separately from any other Product or Service. By subscribing to this Product and Service, Subscriber hereby consents to Subscriber’s website being linked to the Dynamic Content through certain links (“Dynamic Links”) that almost seamlessly inserts certain Dynamic Content onto the Subscriber’s website. The Dynamic Links allow for the Dynamic Content to be presented in a manner substantially similar to the format of the Subscriber’s website. Subscriber agrees that the Dynamic Content will not be used on any website other than the website registered or otherwise authorized for such use by Service2Client or in any other media, including but not limited to “Blogs.”

Email Database: Service2Client provides the Email Database Product and Service, which involves storing the Subscriber’s email database(s) on Service2Client’s servers or servers Service2Client has leased from a third party (collectively, the “Servers”). Subscriber hereby agrees to comply with any policy and procedure governing its use of the Servers, including those of a third party. Subscriber further consents to Service2Client’s use of the servers of third parties and the transfer of the necessary information to such party for the purpose of providing the Email Database Product and Service. Subscriber hereby agrees that it is solely responsible for the maintenance and accuracy of its email database. Subscriber further agrees and acknowledges that all email templates, custom or otherwise, must be accurately titled and in accordance with all laws, including but not limited to the CANSPAM Act of 2003, as amended. The Subscriber acknowledges that Service2Client prohibits the use of any of its Products and Services for the sending of bulk e-mails, spam, unsolicited commercial emails, mail bombings, collecting responses from unsolicited bulk emails, email relay or any other use identified in the T&C Agreement or other Service2Client agreements. Subscriber hereby agrees that the email databases it stores on the Servers will not be utilized in violation of any of Service2Client’s policies and practices, or any applicable law.

Email Newsletter. Service2Client’s Email Newsletter Product and Service emails various financial content (“Articles”) and the Cartoon of the Month to persons stored in the Subscriber’s Email Database. Subscriber is responsible for the maintenance and upkeep of the Email Database. Service2Client is not responsible for any inaccurate information contained in this email newsletter service. Service2Client will back up all graphic images used in client newsletters on its servers but will not be liable for any loss of images due to mechanical failure. Subscriber is made aware that its Email Database is under username password protection, but the data on the server is not encrypted.

Email Marketing. Service2Client’s Email Marketing Product and Service emails various Articles to persons stored in the Subscriber’s Email Database. Subscriber is responsible for the maintenance and upkeep of the email database used by Service2Client to provide the Email Marketing Product and Service. Subscriber expressly agrees and acknowledges that Service2Client is not responsible for any inaccurate information contained in this Product and Service. Subscriber further acknowledges and agrees that Service2Client is not. Subscriber is hereby placed on notice that the email database used for this Product and Service is not encrypted on the Server. Subscriber hereby agrees that the use of User Name and Password protection is a reasonable method of protecting the data collected and or stored through Service2Client’s Products and Services. Service2Client will back up all graphic images used in the Email Marketing content on its Servers. However, Subscriber agrees to hold Service2Client harmless for any loss of images or other content that may arise, including if such loss is due to Service2Client’s own negligence.

Employee Portal. The Employee Portal Product and Service is a document transfer system designed to permit authorized individuals to share certain documents with other employees within the same accounting firm by logging into an account with their Username and Password. Subscriber acknowledges and agrees that it is the sole responsibility of the Subscriber, its agents, employees, contractors, and/or other representatives to ensure that the use of the Employee Portal is in compliance with this T&C Agreement and any other applicable law. Due to the internal use of the Employee Portal, Subscriber is hereby placed on notice that any and all data stored on a Server through the Employee Portal Product and Service is not encrypted on the Server. Subscriber further acknowledges and agrees that the SSL Certificate that protects the Employee Portal constitutes a reasonable effort by Service2Client to secure Subscriber’s data and other information. Subscriber further acknowledges and agrees that this technology is not designed for and should not be used to transfer confidential and/or identifying information, including but not limited to tax documents and social security numbers, to and from the CPA’s clients. Employee Portal includes a photograph system that permits images to be disseminated. Subscriber hereby agrees that this feature and all other features of the Employee Portal will not used by it, its employees, or any other person or entity to disseminate any content that violates Service2Client’s policies, practices, and or any applicable law.

ICFiles. The ICFiles Product and Service is an encrypted file transfer system that allows for documents and other information to be transferred in an encrypted form by the Subscriber to a third party.

Conditions and Limitations of Use of Products and Services:

Generally. Service2Client reserves the right to refuse or discontinue any services for any reason, which, in its sole discretion, does not comply with any Service2Client standards, policies or agreements, which require complete compliance with governing federal and state laws and regulations.

Unpermitted Uses of Products and Services. The following is a non-exhaustive list of examples of the type of conduct that violates Service2Client’s standards and policies:

  • Violating any applicable law, rule, regulation, or order, whether it be derived from local, state, federal, or international law;
  • Violating any Service2Client agreement, policy, rule or guideline;
  • Disseminating, storing, posting, distributing or transmitting content that is illegal, slanderous, libelous, defamatory, obscene, abusive, incites violence, or that is otherwise offensive or actionable;
  • Engaging in fraudulent, defamatory, obscene or deceptive conduct;
  • Inflicting or attempting to inflict harm upon a minor;
  • Obtaining, storing, distributing, posting, hosting, possessing, or transmitting child pornography or other unlawful materials;
  • Conducting, participating in, facilitating, or conspiring to participate, conduct or facilitate, a pyramid or other illegal soliciting scheme;
  • Engaging in conduct that invades the privacy of another (i.e. intercepting e-mails and/or redirecting e-mails sent by or to others), harasses another, or otherwise infringes upon or violates the rights or another;
  • Accessing, or attempting to access, the accounts, computer systems of others:
    • Without permission or right to do so;
    • To spoof the URL, DNS or IP addresses of Service2Client or any other entity or person; or,
    • To infiltrate the security and/or network of Service2Client;
  • Collect and/or store the personal information of other customers or Service2Client website visitors;
  • Utilizing an IP address that was not assigned to you by Service2Client while using the services of Service2Client;
  • Transmitting uninvited solicitations or communications, data, spamming, or similar activities;
  • Using the services of Service2Client to introduce or transmit viruses, torrents, Trojan horses, cancelbot, bomb, key, or other harmful codes on the internet;
  • Engaging in conduct that is harmful to Service2Client’s network, the internet, or other internet users;
  • Inhibiting or interfering with the ability of any other person to use or enjoy their Service2Client Products and Services;
  • Modifying any medium used to provide Service2Client services, regardless of whether the medium is owned or leased by you, in order to commit theft of service, provide Service2Client’s service to an unauthorized third party, or for any other reason;
  • Violating Service2Client’s or a third party’s proprietary or intellectual property rights, including but not limited to, licenses, patents, copyrights, servicemarks, trade secrets and trademarks; and,
  • Attempting to engage in any of the activities or conduct set forth above.

SSL Certificate. Subscriber acknowledges and agrees that before relying upon a DigiCert-issued SSL Certificate or Site Seal, Subscriber must read the DIGICERT RELYING PARTY AGREEMENT. By utilizing Service2Client’s Products and Services that rely upon the SSL Certificate and/or Site Seal, Subscriber hereby represents that it read the Digicert Relying Party Agreement.

Encryption. Subscriber is hereby placed on notice that certain Products and Services do not include encryption, and are protected by the SSL Certificate only. Specifically, Subscriber hereby acknowledges and consents to data obtained, kept, or sent through the Email Database, Email Newsletter, Email Marketing Products and Services are not stored in an encrypted form, while data obtained, kept, or sent through the ICFiles Product and Service is encrypted. Subscriber agrees and acknowledges that the encryption of certain data prevents Service2Client from assuring complete deletion of all information. Subscriber further agrees that the methods of encryption and or SSL Certificates, as utilized by Service2Client, are reasonable and are adequate methods to secure the Subscriber’s data and other Firm Information.

ICFiles Encryption. In addition to the foregoing, Service2Client encryption of ICFiles.com and ICFiles.net is 128/256 bit during the data transfer. The data is re-encrypted using ASPEncrypt, while residing on Service2Client’s Servers. Subscriber hereby agrees that such method is a reasonable method and process of data encryption.

User Names and Passwords. Subscriber agrees that Usernames and Passwords are only secure if the Subscriber protects them. Accordingly, Subscriber hereby agrees and acknowledges that it is its responsibility to maintain the confidentiality of any User Name and/or Password obtained for the purpose of utilizing any Product and/or Service of Service2Client. Service2Client is not liable for the loss of confidentiality or any damage arising from the failure of such User Name and/or Password to remain confidential.

ICFiles User Name and Password. In addition to the foregoing, ICFile User Name and/or Password are also governed by the terms contained in this paragraph. A Subscriber to ICFiles will be provided a User Name and Password during its first use of the Product and Service. It is Subscriber’s sole responsibility to store and keep confidential the ICFiles User Name and Password. Service2Client does not store the password in an unencrypted format and therefore cannot retrieve it. You may be able to obtain access to your account by utilizing the “Forgot Your Password” feature on the icfiles.com website. If Subscriber loses its User Name or Master User Name, the Subscriber should contact icfiles.com through its email address, support@service2client.com, to determine how to verify its identity and obtain access to its account(s). Subscriber acknowledges that it may store documents and other information, including document and information, including sensitive and confidential information and documents, through ICFiles. Accordingly Subscriber agrees to indemnify and hold Service2Client and its agents harmless for any loss that may arise due to the loss, misuse or theft of information and/or documents stored within ICFiles.

Backups and Archive. Service2Client regularly backs up and archives data related to its Products and Services. Backups of Subscriber’s information obtained through or for the Products and Services are generally kept on Servers, some of which are not on site. All of the Products and Services are under User Name and Password protection. Subscriber is hereby placed upon notice that whether the data is encrypted is dependent upon the Product and Service for which such information was provided to Service2Client. For more specific information regarding which Product and Service provides for encrypted data storage, see the paragraph entitled “Encryption.”Subscriber hereby agrees that Service2Client is not liable in the event that data, images and/or any other information is not available through or accessible on Service2Client’s Servers.

ICFiles Data Backup. In addition to the foregoing, ICFiles is not recommended for nor is it designed for the purpose of being a primary method or source of backing up data. Subscriber hereby agrees that the ICFiles Product and Service will not be used for such purpose. Service2Client only recommends ICFiles as a secondary backup of Subscriber’s data files.

Errors in Products and Services. Despite the extensive review process of Service2Client, Subscriber understands and agrees that Service2Client’s Products and Services, including but not limited to the Dynamic Content and Articles contained in the Email Newsletter and Email Marketing Products and Services, may contain one or more errors. Subscriber is responsible for reviewing any and all content included in the Products and Services and, shall promptly notify Service2Client of any potential error. Service2Client will review any potential error brought to its attention and, if needed, correct such error within one (1) week of such notice. Service2Client is not responsible for the accuracy or correctness of the information contained in its Products and Services and Subscriber agrees to hold Service2Client harmless, including from its own negligence, from any liability that may arise from inaccurate or incorrect information provided through its Products and Services.

Software License:

Linking to Licensed Content and/or Third Party Add-Ons: Subscription content from Service2Client’s Products and Services is protected by copyright and cannot be used for any purpose other than its authorized use. Subscriber hereby acknowledges and agrees that its use of Service2Client’s Products and Services, as well as any other Service2Client website add-ons over any period of time gives the Subscriber no rights other than those rights granted by this license. Subscriber will relinquish any and all licenses from Service2Client or acquired due to the Subscriber’s use of Service2Client’s Products and Services upon termination of his/her subscription to linked content. In the event a Product and/or Service is terminated, Subscriber must deactivate any and all links to Service2Client’s Products and Services from domains registered by the Subscriber within five (5) business days after the termination of its subscription to Service2Client. If such links are not deactivated, the Subscriber hereby acknowledges that it is in breach of the terms of the agreement and is subject to liability for the use of such Product and Service(s) beyond the Subscription Period (as defined herein) or other authorized period.

Warranties, Limitations of Liability, and Indemnification

Disclaimer of Warranties and Limitations of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED BY SERVICE2CLIENT OR ITS AFFILIATES ARE PROVIDED TO YOU ON AN “AS-IS” OR “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND AND WITH ALL FAULTS, EXCLUDING ANY WARRANTY SPECIFICALLY SET FORTH IN A MANUFACTURER WARRANTY FOR ANY PRODUCT AND SERVICE SERVICE2CLIENT OR ITS AFFILIATES PROVIDED, PROVIDED THAT THE WARRANTY WAS PROVIDED WITH SUCH EQUIPMENT, IN EFFECT, AND APPLICABLE.

SERVICE2CLIENT AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR ITS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, WORKMANLIKE EFFORT, COURSE OF DEALING OR TRADE, LACK OF NEGLIGENCE, ACCURACY, NON-INTERFERENCE, TITLE, COMPATABILITY OF SOFTWARE OR COMPUTER SYSTEMS, OR ANY WARRANTY ARISING UNDER STATUTE.

STATEMENTS, INFORMATION OR ADVICE PROVIDED BY A SERVICE2CLIENT REPRESENTATIVE TO YOU SHALL NOT CREATE A WARRANTY WITH RESPECT TO SUCH STATEMENT, INFORMATION OR ADVICE.

YOU HEREBY ASSUME THE RISK ARISING OUT OF THE USE, QUALITY, ACCURACY, EFFORT OR PERFORMANCE OF SERVICE2CLIENT’S PRODUCTS AND SERVICES. FURTHER, SERVICE2CLIENT DOES NOT WARRANT THE SECURITY OF ANY OF ITS PRODUCTS OR SERVICES. NOR DOES SERVICE2CLIENT WARRANT THE SECURITY OF INFORMATION, HYPERLINKS, CONTENT, FEATURES, OR SOFTWARE ON ANY OF ITS PRODUCTS OR SERVICES. SERVICE2CLIENT DOES NOT WARRANT THAT THE INFORMATION, HYPERLINKS, CONTENTS AND FEATURES OF ITS PRODUCTS AND SERVICES WILL BE FREE OF ERROR, INTERRUPTION, OR AVAILABLE AT ALL TIMES.

SERVICE2CLIENT SHALL NOT BE LIABLE TO ANY PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING FROM THE BUSINESS INTERRUPTION OR THE LOSS OF INFORMATION, ACCESS, SOFTWARE, OR PROGRAMS, OR ANY OTHER LOSS OR DAMAGES ALLEGED TO ARISE IN ANY WAY FROM OR IN CONNECTION WITH THE USE, RELIANCE, PERFORMANCE OR AVAILABLILITY OF SERVICE2CLIENT’S PRODUCTS OR SERVICES.

SERVICE2CLIENT SHALL NOT BE LIABLE FOR YOUR USE AND RELIANCE ON INFORMATION OR CONTENT AVAILABLE ON ITS WEBSITES, OR THROUGH ITS PRODUCTS OR SERVICES, INCLUDING VIRUSES OR ANY OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WHICH MAY HAVE BEEN OR WERE IN FACT OBTAINED VIA SERVICE2CLIENT’S PRODUCTS OR SERVICES.

SERVICE2CLIENT DOES NOT WARRANT, ASSUME LIABILITY, OR ASSUME RESPONSIBILITY AND SHALL HAVE NO LIABILITY FOR THE ACCURACY, USEFULNESS OR VALUE OF ANY CONTENT, DATA, DOCUMENTS, GRAPHICS, OR IMAGES.

SERVICE2CLIENT SHALL NOT BE LIABLE FOR THE INVASION OF PRIVACY, ATTEMPTED OR ACTUAL, THROUGH OR FROM THE USE OF ANY OF ITS PRODUCTS OR SERVICES, EVEN IF SERVICE2CLIENT WAS NOTIFIED OF THE POTENTIAL OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.

SERVICE2CLIENT SHALL HAVE NO LIABILITY FOR ANY INVESTMENT DECISIONS MADE OR AGREEMENTS ENTERED IN RELIANCE ON THE INFORMATION SET FORTH HEREIN IN ANY SERVICE2CLIENT AGREEMENT, POLICY OR WEBSITE.

notwithstanding The foregoing, in the event Service2Client shall be found liable to any SUBSCRIBER on any legal theory, Service2Client's liability shall be limited to the fees paid to service2client during the prior year. THE PARTIES TO THIS AGREEMENT AGREE THAT THE AMOUNT OF DAMAGES IN SUCH EVENT would BE difficult to quantify and the amount set herein is REASONABLE. THE PARTIES FURTHER AGREE THAT THE CONTEMPLATED DAMAGES ARE NOT PENALTIES, BUT COMPENSATION. THE PARTIES ALSO AGREE THAT THIS IS SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT SERVICE2CLIENT IS LIABLE TO SUBSCRIBER UNDER ANY LEGALTHEORY. This limitation of damages is a fundamental element of the basis of the agreement between the Subscriber and Service2Client, and without this limitation Service2Client would be unable to provide its Products and Services.

Indemnification. Subscriber agrees to defend and indemnify and hold harmless Service2Client and Service2Client’s affiliates, agents, parents, subsidiaries, members, employees, officers, and directors from and against all liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys’ fees and costs, related to or arising from the following:

  1. Subscriber’s direct or indirect use of Service2Client’s Products and/or Services (indirect use includes, but is not limited to another person, with or without your permission, accessing or using your accounts, Products and/or Services);
  2. Any data files or contents stored by the Subscriber directly or indirectly using Service2Client’s Products and/or Services; and,
  3. Any breach or other violation of any agreement, including the T&C Agreement, between Subscriber and Service2Client.

No Professional Advice. SUBSCRIBER UNDERSTANDS AND AGREES THAT SERVICE2CLIENT IS NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, FINANCIAL OR PROFESSIONAL ADVICE BASED UPON ITS PROVISION OF ANY OF ITS PRODUCTS AND SERVICES. IF SPECIFIC LEGAL, ACCOUNTING, FINANCIAL OR OTHER SPECIALIZED OR EXPERT ASSISTANCE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. SERVICE2CLIENT MAKES NO REPRESENTATION THAT IT OR ITS RECOMMENDATIONS WILL ACHIEVE ANY RESULT. THE NASD HAS NOT REVIEWED ANY OF SERVICE2CLIENT’S PRODUCTS AND SERVICES.

Billing and Payments:

Initial Setup Fee. Each Product and Service is subject to an initial set up fee, in an amount specified by the agreement reached at the time the Subscriber and Service2Client enter into an agreement for the provision of Service2Client’s Products and Services (the “Initial Set Up Fee”). Subscriber hereby authorizes Service2Client to charge the Initial Set Up Fee to the credit card provided by Subscriber to be kept on file.

Subscription Fee. Subscription fees are charged yearly or monthly for all Products and Services, except for Website Design (the “Subscription Products and Services”). All subscription fees for the Subscription Products and Services are billed in advance and are not refundable after 60 days beyond the transaction date (the “Subscription Fee”). All Subscription Fees may change from time to time without notice; however, such Subscription Fee increase will not affect the terms of any subscription until the current Subscription Period has expired and the a new Subscription Period commences either by automatic renewal or otherwise. Subscriber hereby authorizes Service2Client to charge the Subscription Fee and Initial Set Up Fee to the credit card provided by Subscriber to be kept on file.

Website Design Fee. The Website Design Product and Service is a flat fee service, the cost of which is set forth in a separate agreement entered into between Subscriber and Service2Client (the “Website Design Fee”). Service2Client also charges $75.00 for the MyWebDocs delivery, which is required for the Website Design Product and Service (the “MyWebDocs Fee”). Service2Client generally waives the MyWebDocs Fee, unless Subscriber fails to complete the MyWebDocs information within ninety (90) days of receipt. Subscriber hereby authorizes Service2Client to charge the MyWebDocs Fee to the credit card provided by Subscriber to be kept on file, as well as for the Website Design Fee. Ownership of the website commissioned by Subscriber to be created by Service2Client is not transferred to Subscriber until full payment of the Website Design Fee, Initial Set Up Fee and any MyWebDocs Fee that may have been incurred.

Renewals. All subscriptions will automatically be renewed annually on the anniversary date of the initial subscription unless the Subscriber cancels the subscription seven (7) days prior to the anniversary date by email to sales@service2client.com or telephone call to 877-251-3273. If the Subscriber does not cancel the subscription, then Service2Client will renew the subscription. Subscriber agrees to have a credit card on file at Service2Client that will automatically be charged for the renewal fee on the subscription anniversary date and that such renewal fee is nonrefundable.

Updating Information. Subscriber agrees to promptly notify Service2Client of any change in information that was provided during the initial set-up of the Subscriber’s account with Service2Client which includes, but is not limited to, the Subscriber’s name, address, contact numbers, email address, and credit card information for the recurring Subscription Fee, as well as for any other charges that may be incurred. Subscriber has read and agrees to the Privacy Policy that governs the use and storage of such information.

Recurring Credit Card Charges. Subscribers of Service2Client’s Products and Services, excluding those who purchased solely the Website Design Product and Service, hereby authorize a recurring monthly or annual charge to the credit card on file with Service2Client for access and use to certain Products and Services to which the Subscriber has subscribed in the amount and at the rates set forth in this T&C Agreement and any other agreement between Subscriber and Service2Client.

60-Day Trial Period. For any initial 60-Day Trial Period (“Trial Period”) during which the Subscriber’s credit card payment is deferred, if a Subscriber is not fully satisfied with the Products and Services, Subscriber may cancel and owe nothing during this Trial Period, except for fifty-percent (50%) of the Initial Set Up Fee (the “Discounted Set Up Fee”). Upon the expiration of the Trial Period, the Subscription Fee will be charged to the Subscriber's credit card account and, if not waived by Service2Client, the Discounted Set Up Fee. This provision does not apply to the Website Design Product and Service.

Customization During Trial Period. Any customization services that the Subscriber requests from and is provided by Service2Client during the Trial Period will end the trial period and the Subscriber's credit card will be charged for all applicable fees. When this occurs, the Subscription Fee will be deemed to be fully earned and nonrefundable.

Cancellation During Trial Period. To cancel an existing subscription during the 60-Day Trial Period, Subscriber must notify Service2Client of the cancellation by email to sales@service2client.com or by calling 877-251-3273.

Storage Overage Fees. Subscriber agrees and acknowledges its use of any data storage in excess of amount contracted or paid for during the subscription period (the “Storage Overage”) will be subject to an overage charge (the “Storage Overage Fee”). Subscribers interested in purchasing additional storage on a yearly basis should contact Service2Client for pricing information.

ICFiles Storage Overage Fee. If a Subscriber’s account exceeds the preset limit Subscriber will be charged two cents ($0.02) per megabyte (MB) at the end of every month.  Subscriber understands and agrees that the Storage Overage Fee will be charged to the credit card on file at the end of every month without notice.  Subscriber can upgrade to the next highest level of storage and avoid overage charges at any time.  A Subscriber’s total available storage can be seen at all times in the upper right hand side after login to ICFiles.

MyWebDocs Overage Fee. As stated hereinabove, certain Products and Services may be bundled, providing a better value to the Subscriber.  The Storage Overage Fee when the Subscriber purchases more than one Product and Service, excluding ICFiles, is two.02 cents ($0.02) per megabyte (MB) per month and subject to change with thirty (30) days’ notice. Subcriber can upgrade to the next highest level of storage and avoid overage charges at any time.  Subscribers total storage can be seen at all times in the upper right hand side after loggin to ICFiles.

WordPress Overage Fee. As stated hereinabove, certain Products and Services may be bundled, providing a better value to the Subscriber.  The Storage Overage Fee when the Subscriber purchases more than one Product and Service, excluding ICFiles, is two cents ($0.02) per megabyte (MB) per month and subject to change with thirty (30) days’ notice. Subcriber can upgrade to the next highest level of storage and avoid overage charges at any time.  Subscribers total storage can be seen at all times in the upper right hand side after loggin to ICFiles.

Email Overage Fees. Subscriber may send up to 2,500 emails through the Email Database without incurring any additional fees or a change in rate. Subscriber hereby agrees and acknowledges that it is subject to additional service fees and/or a change in rate for all emails it sends in excess of 2,500 each month (the “Email Overage Fee”). The Email Overage Fee will be established in a separate agreement entered into at time of Subscriber’s purchase of this Product and Service.

Delinquent Accounts. Delinquent accounts are subject to deactivation and removal from the Service2Client servers and Internet at any time. Delinquent accounts are subject to late fees in the amount of 15 percent of total overdue. When a Subscriber’s renewal is 60 days past due, Service2Client may attempt to collect by use of any payment or collection method authorized by law. It is the Client’s responsibility to maintain current credit card or other billing information with Service2Client. If payment cannot be collected in the above manner, Service2Client reserves the right to collect the fees due through a collection agency and/or institute legal proceedings. Any and all collection agency and/or attorney fees incurred to collect upon a delinquent account will be added to Subscriber’s outstanding balance and subject to the same collection efforts.

Cancellations. After the Trial Period, the Subscriber cannot cancel the subscription for that Subscription Period and is not entitled to any pro-rata refund of the Subscription Fees.

Cancellations of Search Engine Optimzation. In conjunction with certain Products and Services, Service2Client may perform search engine optimization methods for a particular Subscriber (“SEO”). All SEO related Products and Services performed by Service2Client will be terminated and reversed after cancellation of an SEO Product, including all SEO Tags, Meta Tags, Alt Tags, and all content re-writes made for the sole purpose of SEO for the Subscriber.

Effect of Change in Billing and Payment Terms. The Billing and Payment Terms may be revised at any time. The Billing and Payment Terms in effect on the effective date of the Subscription Period shall apply throughout the annual Subscription Period. Any revision to the Billing and Payment Terms shall be apply to the next Subscription Period.

Copyrights and Intellectual Property:

Copyright. The Products and Services of Service2Client are protected by federal and state copyright law. Any and all title and interest to intellectual property rights in and to Service2Client’s Products and Services belongs solely to Service2Client. This T&C Agreement does not grant any rights to use such content, other than according to the terms of this T&C Agreement and other Service2Client Agreements and Policies. Photocopying or reproducing this content in any form other than for personal use by Subscriber is strictly prohibited. If you want to use some of this content, contact Service2Client first. Service2Client’s Products and Services are protected by copyright and are not to be used by Subscribers or any other person for any reason other than its authorized purpose. Service2Client does not authorize the publication of its content in or on any other media, publication, or website. To use Service2Client’s content, contact Service2Client to seek authorization.

Digital Millennium Copyright Act of1998. In the event the Subscriber or any other person believes that any of the Products and Services are in violation of their copyright, they may file a claim with Service2Client’s designated Copyright Agent, pursuant to the procedure set forth in 17 U.S.C. § 512(c)(3) by sending an email to privacy@service2client.com.

Responsibility for Material. Subscriber acknowledges and agrees that it is solely responsible for any and all material that is uploaded, posted, emailed, or otherwise distributed or transmitted or made available through Service2Client’s Products and Services. Service2Client expressly disclaims any ownership of material that the Subscriber posts or submits through its Products and Services. All title and intellectual property rights, both in and to information and content accessible through Service2Client’s Products and Services are the property of the respective owner and may be protected by copyright or other intellectual property laws. The Subscriber hereby agrees that it is its sole responsibility to acquire any and all appropriate authorizations and permissions to utilize the intellectual property of another through the Products and Services of Service2Client.

Non-Exclusive License. In order for you to have the ability to access and use Service2Client’s Products and/or Services, we have granted you a limited, nontransferable, nonassignable, and non-exclusive license to certain content, software, and source code. Such items contain Service2Client’s proprietary and confidential information, such as trade secrets and intellectual property, which may not be shared or accessed without a license or in a manner intended to infringe upon the rights inherent in such property. The Subscriber agrees to comply with all terms and conditions set forth in all Service2Client Agreements and Policies and to obtain any additional software that may be required or permitted to properly utilize the Products and Services. By and through this T&C Agreement, the Subscriber also agrees to not engaged in activities that infringe upon Service2Client’s intellectual property rights, which includes but is not limited to, activities such as reverse engineering, remarketing, and decomposing. The Subscriber also agrees that the Products and Services are subject to the applicable export control laws and regulations of the United States. This limited license, and all rights (but not obligations to avoid infringing upon Service2Client’s intellectual property rights) associated therewith and granted by this agreement are terminated upon the termination of this T&C Agreement.

Use of Products and Services. Service2Client licenses the use rights to certain images, photographs, and graphics contained in the articles. However, Service2Client’s license does not extend to the use of such images, photographs or graphs by the Subscriber. Accordingly, Subscriber agrees and acknowledges that it cannot copy or otherwise use any of the images in the articles it receives through Service2Client. Service2Client owns the license rights to the “Cartoon of the Month,” which is contained in the Email Newsletter, and explicitly places Subscriber on notice that such license is not transferred in any manner to the Subscriber. Subscriber hereby agrees and acknowledges that it cannot sell, resell, copy or otherwise use the “Cartoon of the Month.”
Notwithstanding the foregoing, Subscribers of Dynamic Content, Email Newsletter, and Email Marketing may publish the Articles provided through Service2Client’s in a monthly printed newsletter to their clients if given the publication is less than 2,500 prints a month. Subscribers are not to resell, lease, distribute, or otherwise provide any or all of the articles derived from Service2Client’s Products and Services.

Use of Products and Services in Blogs. Service2Client prohibits the use of our Products and Services in Blogs or other media, whether traditionally or untraditionally published. Service2Client’s policy expressly prohibits copying and pasting any of our Products or Services without first obtaining express written permission and a Blog License from Service2Client. In its sole discretion, Service2Client may grant a non-exclusive license to permit the use of its Products and Services in Blogs and/or other publications for a time period, not to exceed the time period in which the Subscriber maintains a subscription in good standing with Service2Client. Such license may be provided to all or some of the Products and Services. However, immediately upon the cancellation of any or all of the Products and Services provided to Subscriber, the license is automatically revoked and all content obtained through the use of the license must be removed from the Subscriber’s website, Blog archive, and any other interface the Subscriber uses to access such content.

Use of Products and Services in Social Media. Nothing in this T&C Agreement prohibits any Subscriber or other third party from pasting the web address (directly or via hyperlink) of a Product and Service in a social media platform, provided, however, that such link directs the person who clicked such hyperlink or web address directly to the Product and Service and not a secondary website, product, and/or service that does not subscribe to Service2client LLC.

Preservation of Products and Services. Subscriber acknowledges that each of the Products and Services were created through the intangible and tangible assets of Service2Client, and the end Products and Services are the intellectual property and confidential information of Service2Client. In order for Subscriber to have access to the Products and Services, Subscriber agrees that it will preserve the value of this intellectual product by not engaging in any activities that would duplicate, in any form, integral information of Service2Client through methods such as reverse engineering or otherwise duplicating or attempting to duplicate in anyway the Products and Services provided by Service2Client. Subscriber acknowledges that certain Products and Services will permit access by third parties to the Products and Services. Accordingly, Subscriber hereby agrees that it will not provide access to Service2Client’s Products and Services to third parties unless and until it obtains such party’s agreement that neither it, nor any of its agents or clients will engage in any activities to disseminate, sublicense, resell, transfer, photograph, or give access to any third party to the contents of ICFiles in any way. Subscriber hereby indemnifies Service2Client from any and all liability arising from the improper and/or unlawful use of the Products and Services by any entity or person to which the Subscriber has provided access, either intentionally or unintentionally, to such Products and Services.

Privacy:

Privacy Policy. Subscriber agrees that it has reviewed and will periodically review Service2Client’s Privacy Policy (the “Privacy Policy”). You agree that Service2Client may use and disclose Subscriber’s information in accordance with the Privacy Policy, and as amended, barring any subsequent notification by you under the procedures set forth in the privacy policy.

Modifications to this Agreement:

Generally. Service2Client reserves the right, in its sole discretion or if required by law, to provide notices and to alter, amend, modify delete, and add to this T&C Agreement, and any other agreement or policy, by posting the notices or revisions online. Subscriber agrees to periodically review Service2Client’s websites, policies, and agreements for updates. In addition, Service2Client may choose to eliminate certain service plans or pricing plans by posting such notice online. In addition, Subscriber agrees that Service2Client may cease, terminate, or modify its websites without prior notice and for any reason. Subscriber’s continuation of use of Service2Client’s Products and Services after the posted change constitutes your acceptance of the new and/or modified terms, plans, policies, and/or agreements. At any time this agreement can be obtained by contacting info@service2client.com or calling 877-251-3273. The use of any product or subscription service after the change date will constitute the Client’s approval of the changed agreement.

Miscellaneous Provisions:

Severability. If any provision herein is deemed illegal, invalid or unenforceable, or inconsistent with the laws, regulations, ordinances of the applicable government or state, remaining provisions shall not be affected thereby, and shall remain valid and enforceable.

Remedy for Breach. Breach of the T&C Agreement, or any other Service2Client agreement or policy gives Service2Client the right to terminate any and all agreements and to recover any and all damages, including reasonable attorney’s fees. Such provision does not limit in anyway Service2Client’s right to seek any other remedy that may be available to Service2Client.

Merger. This agreement, including the documents, agreements and policies incorporated by reference and as amended, constitute the entire agreement between the parties.

Assignment and Transferability. Service2Client may freely assign this T&C Agreement, and its other agreements and policies. Subscriber, however, may not transfer or assign any rights, duties, or obligations under this or any agreement between the Subscriber and Service2Client. Service2Client does not allow the transfer of ownership of the website template designs, or images in the templates, from the original purchaser. Photographic and image rights are nontransferable. Any attempted resale, sublicensing, assignment or transfer of the Products and Services to another tenant or occupant or to another location without Service2Client’s express written consent is considered strictly prohibited and is a breach of this agreement.

No Waiver. Service2Client’s failure to require strict performance of any term of the T&C Agreement, or any other Service2Client agreement or policy, shall not constitute a waiver of Service2Client’s right to do so.

Governing Law. This agreement will be governed by the laws of the State of Texas. The terms and conditions of the T&C Agreement are always subject to the laws of the State of Texas, which shall prevail if inconsistent with any terms or conditions herein, and this Agreement shall be construed as if the provisions of such laws or ordinances were written herein. The parties hereby designate Dallas County as having proper jurisdiction and proper venue as the Dallas County District and County Courts at Law, as well as the United States District Court for the Northern District of Texas. Such designation of jurisdiction and venue shall be applied without regard to conflict of laws principles. Texas substantive and procedural law shall govern, construe and enforce all rights and duties of the parties arising from or relating in any way to the subject matter of this T&C Agreement.

Alternative Dispute Resolution. Should a dispute arise out of the T&C Agreement or acts or omissions related thereto, and if the dispute cannot be settled through negotiations held in good faith for at least fourteen (14) days, the parties agree to attempt, in good faith, to settle the dispute through mediation to be held no later than thirty (30) after the cessation of negotiations. The mediation is a condition precedent to arbitration, litigation or other dispute resolution procedure. The mediation shall be held in Dallas County, Texas and shall be mediated by through a professional mediator and/or arbitrator. The fees for the mediation shall be borne equally by the parties.

Arbitration. In the event a dispute is not resolved by mediation, or if the parties otherwise agree, it is hereby agreed that the dispute shall be referred to JAMS, which is a professional arbitration association in Dallas County, Texas to be decided by a single arbitrator in accordance with the Texas General Arbitration Act. If both parties agree to arbitration, and the amount to be arbitrated is less than $10,000.00, the arbitration association used must offer an online, telephone or by mail resolution options. The arbitrator’s decision shall be final and legally binding and judgment may be entered thereon. Each party shall be responsible for its share of the arbitration fees in accordance with the applicable Rules of Arbitration. Should a party fail to proceed with arbitration, unsuccessfully challenge the arbitrator’s award, or fail to comply with the arbitrator’s award, the other party is entitled to recover its costs of suit, including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the arbitration award.

 

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