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1. Acceptance of Terms
By accepting Midwest-Marketing.com and
Midwest-Marketing.org (MWM) Terms
of Service (TOS) electronically or in writing,
and/or by using MWM services, including but
not limited to, submission of content to MWM
design department, payment or authorization of
payment, you (Client) agree to be bound by the
following terms and conditions. Client also
agrees that Client’s electronic acceptance of
this TOS shall have the same force and effect
as if Client had agreed to this TOS in
writing.
MWM provides its services to Client subject to
the following TOS, which may be updated from
time to time without notice. Client should
periodically review the most current version
of the TOS at
http://www.Midwest-Marketing.com/terms.htm.
Failure to comply with the TOS may result in
account termination. By using MWM services
Client agrees to (and hereby signs) the most
current version of the TOS. If Client does
not expressly reject the TOS and cancel
Client’s account within 5 days from the date
of initial sale, Client agrees to (and hereby
signs) the TOS and MWM is instructed to
commence work on the Client’s website as if
Client had expressly accepted the TOS.
Client’s acceptance of the TOS is binding upon
all MWM services including the purchase of
additional services or additional websites or
accounts at a later date.
2. Description of Service
MWM designs and hosts websites and provides
other website-related services, including, but
not limited to, support and modification of
websites, e-commerce, flash, web-traffic
reporting, database development, email
accounts and additional website-related
services. Client understands that MWM
services may include certain communications
from MWM such as advertisements, notices,
service announcements and newsletters. Client
is responsible for obtaining access to MWM
services that may involve 3rd party fees
(including but not limited to, ISP, merchant
accounts and gateways). Client is also
responsible for all equipment and software
necessary to access MWM services.
3. Electronic Delivery Policy
MWM is a website-related business and
communicates with its Clients electronically.
When Client accepts this TOS Client consents
to receive electronically from MWM any
notices, agreements, disclosures, or other
communications (Notices). Client agrees that
MWM may send electronic Notices in either of
the following ways 1) To the email address
provided to MWM at the time of sale or 2) to
the new email address account Client set up
through MWM. Client agrees to check the
designated email addresses regularly for
Notices. Notice from MWM is effective when
sent by MWM, regardless of whether the Notice
is read or received by Client.
4. Privacy Policy
Personal data and certain other
information about the Client are subject to
MWM’s Privacy Policy. For more information
see the privacy policy at
http://www.Midwest-Marketing.com/privacy.htm.
By using MWM services Client also agrees to
the most current version of MWM’s Privacy
Policy.
5. Unacceptable Practices
As MWM strives to offer the very best service,
there are certain guidelines and policies that
must govern MWM’s efforts and relationships
with its Clients. Practices that are in
violation of these guidelines and policies are
strictly forbidden and may result in the
immediate termination of MWM’s services. Such
decisions are at the sole discretion of MWM.
Unacceptable practices include, but are not
limited to: adult or pornographic material,
offensive or distasteful material, content or
language that is harmful to minors, bulk
e-mailing tools, distribution of internet
viruses or other harmful/destructive
activities, hacking and cracking, scams or
phishing, illegal solicitation of funds,
gambling gaming lottery and like activities,
threatening violent abusive harassing obscene
libelous racial sexist defamatory hateful or
other objectionable content or language,
invasion of privacy, illegal activities such
as fraudulent charges to credit cards or
copyright violations software piracy miracle
cures alcohol or tobacco sales firearms
explosives weapons and all unauthorized use of
materials or content that infringes on
intellectual property, reselling email
accounts or hosting accounts to third parties,
reselling of any MWM services without a
written reseller agreement, spamming and other
unsolicited messages, links to other sites
that are in violation of MWM’s policies and
guidelines, other activities whether lawful or
unlawful that MWM deems to be in poor taste or
that reflect adversely on MWM or MWM’s
Clients. MWM reserves the right to refuse to
design or host an account at its sole
discretion at anytime.
As an MWM Client, you agree to conduct your
business in a legal and professional manner.
Client understands that all information, data,
text, software, music, sound, photographs,
video, messages and other material (Content)
on Client’s website is the sole responsibility
of the Client. Client is fully responsible
for all website content and agrees to hold MWM
harmless in the event of third parties’ legal
issues brought against Client for Client’s
business practices. MWM retains the right to
terminate any accounts that are in violation
with the letter or spirit of this TOS. MWM
may also at its sole discretion and at any
time, discontinue providing services, or any
part thereof, with or without notice. If an
account is terminated by MWM for a TOS
violation the Client is not eligible for a
full refund and any refund is subject to the
Cancellation Fee and Refund Policy. (See
Termination)
As an MWM Client you may have access to
editing tools for your website. Client may
edit, add or delete content to the website at
anytime. With this understanding MWM may or
may not pre-screen content. MWM shall have
the right (but not the obligation) to
pre-screen and refuse or remove any content at
its sole discretion. Client agrees that
Client bears all risks associated with the use
of all content, whether edited or written by
MWM or not, including any reliance upon
accuracy, usefulness or completeness.
Client acknowledges that MWM may access,
preserve, and disclose Client’s account
information and content if required to do so
by law or in a good-faith belief that such
access, preservation, or disclosure is
reasonably necessary to comply with legal
processes, enforce the TOS, provide customer
service or protect the rights, property, or
safety of MWM and the public.
6. Intellectual Property Policy
MWM respects intellectual property laws,
including those applicable to copyright and
trademark, and the intellectual property of
others. MWM may terminate accounts for
copyright or trademark infringement, or for
any other reason MWM deems appropriate as it
may relate to Client’s use of another’s
intellectual property.
MWM will not use copyrighted or trademarked
materials on any Client’s website without the
express written consent of the copyright or
trademark owner. It is Client’s
responsibility to ensure that all content
submitted to MWM is original content and free
from third-party copyright or trademark
protection, or to obtain permission to use
from the copyright or trademark owner. Client
assumes full liability for any copyright or
trademark infringement of Client’s website on
any third-party copyright or trademark,
including, but not limited to, any
infringement due to website content, website
design or the look and feel of Client’s
website. (See Unacceptable Practices).
Client content that is sent to MWM will remain
the intellectual property of the Client. MWM
does not return original content to the Client
unless a request to return the original
content to the Client is made in writing upon
submission of the content, the content will be
destroyed. MWM will attempt to honor requests
to return original content; however, MWM has
no liability and does not guarantee the return
of any content to Client.
Domain names purchased at MWM along with
website designs, databases, stores, or
programs created by MWM are the property of
MWM until Client has paid all fees including
one full year of monthly hosting.
7. Website Construction Procedure
With help and input from the Client, MWM will
prepare the appropriate custom design and work
with the content provided by the Client for
development of the site. Client must submit
content to the design department before site
construction begins on the custom website.
Client must submit content through the Design Packet (DP) or by the Information
Transfer & Timeline Guide (ITTG). Client must
electronically accept the TOS before access is
granted to the DP or ITTG. After content is
submitted by the Client the website is
developed. Prior to the website being taken
live the client will receive a missing
information notification if content is
incomplete. Client will then have two weeks
to submit complete content. If complete
content is not received the website will then
be taken live “as-is”. If the website is
taken live without all of the pages completed
due to incomplete content those pages may be
banked and developed in the future using
Client’s design time.
In submitting content through the DP or ITTG,
links to sample sites the Client likes are for
general information purposes only and assist
MWM with the design of the Client’s custom
website. The functionality and detail of the
sample sites will not be duplicated unless
such functionality and detail are specifically
included and itemized in MWM’s invoice and do
not infringe upon the intellectual property
rights of others.
The design and content layout are completed by
the designer and presented to the Client for
approval. After the Client approves the
website, the website will go live. The MWM
Quality Control Team may review the text
before site goes live to correct any possible
errors. MWM will not be held liable for
accuracy of information, typos, or spelling
errors in any of the content approved by the
Client and published on the website. Client
will be notified in an in-person meeting or by
e-mail that the website is now live.
Client understands, agrees and acknowledges
that MWM does not guarantee a time frame for
completion of ANY custom website. A custom
website cannot be completed without submission
of complete content, design approvals and
participation from the Client. If Client
continues submitting additional content
throughout the design process, the design time
frame is increased. If Client does not submit
complete content and MWM is not able to start
or complete the custom website design, Client
is still responsible for all fees incurred
including, but not limited to, set-up,
enhancement and monthly hosting charges that
begin accruing from date of sale. If Client’s
website requires custom programming,
functionality, flash, e-commerce or the use of
a database, the overall development time will
be extended.
Client is provided with a space holder
immediately after sale. Upon request, Client
is also provided with an optional welcome
website shortly after the initial sale. The
welcome website is a temporary website Client
can modify and send customers to while the
custom website is being built. Client may
choose not to have a welcome website if so
desired.
8. Client Approval
Client is responsible for testing the
functionality of the website upon MWM’s
request for approval, and notification that
the website has been completed. This
includes, but is not limited to, functionality
of all website pages, database, e-commerce
store, payment functions, galleries, forums
etc. Upon Client approval of the website to
go live Client agrees services have been
rendered and functionality of website has been
tested and approved by Client.
The Client understands and agrees that if the
Client does not respond within 5 business days
to MWM’s request for approval and notification
that the website has been completed, the
website along with the functionality of the
website and services rendered, will be deemed
to be approved by the Client, and the website
will be taken live “as-is”.
The Client understands and agrees that if the
Client does not respond to requests for
missing information a final notification will
be sent to the Client. If the Client does not
respond within 5 business days to MWM’s
notification or requests for missing
information, the website, along with the
functionality of the website and the services
rendered, will be deemed to be approved by the
Client, and the website will be taken live
with the missing information “as-is” or “under
construction”.
In the event that MWM completes all of the
work per the original sale and database write
ups, MWM reserves the right to move the site
live and deem the work to be completed without
Client’s permission if Client will not give
approval of the work.
9. Website Change Requests Before and After
Website Goes Live
MWM agrees to build a website and/or
database to specifications quoted per the
original sale and original invoice. Any
additions or changes requested outside of the
scope of the original sale, either prior to
the custom website going live, or after the
site has gone live, will be billed at MWM’s
standard hourly rate. MWM is not obligated to
complete Client requests or changes outside of
the scope of work on the original invoice. If
MWM does not agree to Client requests or
changes, Client is still obligated to pay all
fees incurred and due.
10. Email Accounts
Based on the hosting support package
purchased, email accounts are also provided.
Email accounts may be set up and used
immediately upon Client’s purchase of
website. Client does not need to wait until
custom website is live to use email accounts.
To begin using email accounts Client should
contact Technical Support at
support@Midwest-Marketing.com.
11. Technical Support
MWM’s technical support department should be
contacted at
support@Midwest-Marketing.com for
any concerns with Client email accounts or any
problems with hosting or functionality of the
website after the website is live.
If Client uses MWM’s technical support
services, including but not limited to screen
share sessions, Client acknowledges and
understands that MWM does not warranty that
technical support services will meet Client’s
requirements or be error free. (See Disclaimer
of Warranties and Limitation of Liabilities.)
12. Customer Service
MWM strives to offer the best service
available. Customer service complaints or
concerns should be emailed to
support@Midwest-Marketing.com.
13. Domain Names Purchased/Hosting Agreement
Hosting is billed from the date of sale,
regardless of the date the website goes live,
because hosting costs are incurred
immediately. Server space is secured for the
developing website and/or for existing Client
domain names. In addition, email accounts and
support are available from the date of sale
and are paid for with hosting fees. Client
agrees to a one year hosting commitment with
MWM.
Domain names purchased by or through MWM,
website designs, databases, stores, or programs
created by MWM are the property of MWM until
Client has paid all fees including all design
costs and one full year of hosting. After
meeting all payment obligations after a one year
time frame, the ownership of the site and its
functionality, and domain name may be
transferred to the Client’s control upon receipt
of the Client’s written request. Sham purchases
of sites may not be transacted with the intent
and/or result of having a site built, then
transferring the site to another hosting
provider. Clients may buy-out their hosting by
paying 12 months of hosting in advance if they
wish to transfer the domain name and content to
Client’s control prior to one year of paid
hosting. MWM expressly reserves the right to
retain one copy of all website designs,
databases, stores, flash, programs, writings, or
any other work created for Client for
evidentiary purposes.
Upon transfer of domain and/or website to Client
or another service provider, at anytime, Client
agrees that MWM has met in full its obligation
to Client, and MWM is released of all past and
future obligations to the Client. Additional
work and/or hosting done for Client must be
agreed to in writing and paid for by Client.
Domain names are purchased through a MWM third
party service. MWM cannot guarantee the
availability of domain names and has no
liability for a domain name not being available
for purchase after the initial sale. If a
domain name is not available for purchase MWM
will assist the Client in selecting and
purchasing an alternate domain name. Domain
names purchased from a registrar other than
MWM’s third party service, or Domain names owned
by the Client prior to MWM services remain the
property of the Client and renewal of the domain
name is the Client’s responsibility. The
renewal of any domain names transferred to the
Client is the responsibility of the Client.
Upon cancellation or termination of Client’s
account, MWM will no longer renew any domain
names associated with the account and Client
assumes sole responsibility for their renewal
thereafter.
14. Marketing Representations
MWM makes no representations as to the
marketing of Client’s products, services or
sales. Client’s obligation to pay fees due to
MWM are due at time of sale of website design
and hosting services and are not contingent
upon Client’s marketing of said website.
Client is responsible for all marketing of
Client’s website. MWM is not responsible for
marketing of Client’s website including search
engine rankings.
15. 90-Day Satisfaction Guarantee
MWM provides a 90-day satisfaction guarantee.
MWM will continue to change and modify the
Client’s website to Client’s liking, within 90
days from the date of sale or until the
website is taken live, whichever comes first,
at no additional cost provided that said
revisions are part of the original sale and
are not enhancements to the original sale.
Changes to the website made after 90 days from
the date of the initial sale, or after the
website is taken live, will first be billed to
the Client’s design time hours available based
upon the hosting package purchased by the
Client. Changes to the website that exceed
the design time hours will be billed to the
Client at MWM’s standard hourly rate over and
above the initial design fee paid. MWM does
not guarantee that the website designed will
be exactly what the client has envisioned.
MWM’s best effort will be given for the 90-day
satisfaction guarantee but MWM is not
obligated to complete multiple redesigns or
modifications. While MWM may agree to make
requested changes and to bill the Client’s
design time or bill the Client directly, MWM
is not obligated to complete Client requests
or changes outside of the 90-day satisfaction
period. If MWM does not agree to Client
requests or changes, Client agrees and is
still obligated to pay all fees incurred and
due.
16. Billing Policy
All payments should be made to: Midwest
Marketing
The initial design set-up fee may be requested due and
billed in full at the time of the original
sale. (Installment payments or terms of
payment may be accepted
only if agreed to in writing per the original
invoice.) Hosting is billed for the year at
the time of sale. The Client hereby requests
that MWM renew and bill hosting fees every
year thereafter, unless the Client cancels in
writing after 1 year of hosting fees have been
paid.
Yearly hosting and additional services fees
may be billed on the 1st or 15th of each month
to coincide with MWM’s billing cycles. The
amount of the initial design set-up fee and
hosting fees are detailed on the original
invoice confirming amounts of sale. Hosting
amounts may vary depending upon the hosting
package selected by Client.
MWM reserves the right to change prices at any
time including hosting fees and hourly design
fees.
MWM accepts payment via wire transfer, check,
or credit card. With Client’s authorization
of payment to MWM via credit card, Client
thereby authorizes all recurring hosting
and/or additional services fees to be charged
to the same method of payment for future
charges until such authorization is withdrawn
by Client in writing.
The Client may change payment methods
including credit card and debit payments with
30 days notice. To change payment methods
Client should contact MWM’s billing
department. Client should not email new
billing information for security purposes.
MWM reserves the right to hold Client, its
principals and authorized representative(s)
jointly and severally liable for any and all
amounts owed.
17. Billing Disputes
MWM charges up to a $35.00 fee for
returned checks and a $200.00 fee to handle
unauthorized credit card disputes. If MWM
does not receive payment in full when due, MWM
may, to the extent permitted by the law of the
state of the billing address on file for
Client at the time, charge a late fee of up to
1.5% per month (18% per annum), or a flat fee
of $5 per month, whichever is greater, on any
unpaid balance. MWM may, to the extent
permitted by the law of the state of the
billing address on file for Client at the
time, account is sent to a collection agency,
also charge Client for any collection agency
fees and/or attorney’s fees billed to MWM for
collecting from Client. Client agrees to pay
any fees and/or attorney’s fees arising from
any Client dispute of erroneous or
unsubstantiated claims against MWM. MWM does
not agree to, and will not honor, any limiting
notations made by a Client on a check.
If Client wishes to dispute a charge Client
must first contact MWM’s billing department
and must allow 10 business days for a
response. To avoid any dispute about Client’s
attempt to contact MWM, Client must send the
request in writing to the MWM office.
Requests may be emailed to
billing@Midwest-Marketing.com. If
Client chooses to send request by email, a
copy of the request must also be sent by mail
as confirmation.
If Client initiates a credit card dispute the
decision of the credit card company is made
through an arbitration process and the
decision of the credit card company shall be
binding upon Client.
18. Termination/Cancellation of Services
MWM, at its sole discretion, may terminate its
service and remove and discard any content,
for any reason, including and without
limitation, for lack of use, or if MWM
believes Client has violated the TOS. MWM may
also at its sole discretion and at any time,
discontinue providing services, or any part
thereof, with or without notice. Client
agrees that any termination of access to MWM’s
services under any provision of this TOS may
be effected without prior notice and that MWM
may deactivate or delete Client’s account and
all related information files. Client agrees
that MWM shall not be liable to Client or any
third-party for any termination of services.
Paid accounts that are terminated will not be
refunded. MWM may suspend or terminate
accounts, and shut down website for accounts
that become delinquent for more than 30 days,
in which case Client remains responsible for
any unpaid balance owed to MWM. Charges for
hosting will continue to incur for delinquent
accounts until Client’s one year hosting
obligation has been met even if account has
been suspended or terminated. MWM also
reserves the right to discontinue the
designing of Client’s website at any time, at
MWM’s sole discretion, with an appropriate
refund to the Client. Under no circumstances
is the refunded amount to exceed the amount
collected by MWM.
If the Client cancels an account before the
work is completed or site is live, a
cancellation fee is retained per the
Cancellation Fee and Refund Policy. Client
agrees that all fees incurred and billed prior
to cancellation effective date are valid and
Client agrees to pay. Upon request for
termination of services the website will be
removed. A back-up copy of the website is not
maintained by MWM.
Client agrees to pay all hosting fees and
additional services fees owed from the time of
sale until the cancellation effective date,
and at a minimum for hosting fees for one
year. Transferring a domain name to another
provider or non-use of Client’s hosting
account does not constitute termination of the
account. Client must notify MWM in writing or
via email to terminate the account services
and avoid further hosting charges. It is
Client’s responsibility to secure confirmation
from MWM that the request for termination has
been received and no further hosting fees will
be billed.
Requests for cancellation of website hosting
services or additional services should be sent
to the MWM office.
Requests may be emailed to
billing@Midwest-Marketing.com. If
Client chooses to send request by email, a
copy of the request must also be sent by mail
as confirmation.
19. Cancellation Effective Date
Client may terminate hosting services with 30
days written notice, after one full year of
paid hosting. The effective date of
cancellation is to be 30 days from the date of
MWM’s receipt of written notice to cancel.
Any fees scheduled to bill after receipt of
written notice to cancel but before the
effective date of cancellation are valid and
client agrees to pay.
If Client has not paid all design,
enhancement, hosting and additional services
fees due, such fees are due in full at the
time of cancellation and Client authorizes MWM
to collect any outstanding fees due, subject
to the Cancellation Fee and Refund Policy.
Client understands any pending billing for
design fee installments previously agreed to
will not be cancelled.
20. Cancellation Fee and Refund Policy
All fees are non-refundable, without
exception, unless authorized by a designer of
MWM. If a chargeback is processed without
authorization from a designer of MWM a
collection agency will be employed to collect
the fees and the customer will be responsible
to pay the original fees, a 10% collection
fee, and any fees required by the collection
agency.
Web Development Refunds Policy
If an initial deposit is requested and paid,
no refund will be given if the customer backs
out, unless work has not yet started. Once
work has been completed according to the
agreed schedule, the remaining balance (or
full balance if no deposit required) will be
due; due to the close and constant
communication between Midwest-Marketing and
the customer during the web design process, no
refunds are issued for completed work.
Domain Registration/Renewal Refunds Policy
As per registrar policy, all domain name
registrations and renewals are final. No
refunds are given on successful domain
registrations or renewals.
Web
Hosting Refunds Policy
Client agrees that there is no refund of
hosting fees or additional services fees
incurred or paid by the Client prior to
cancellation date. Midwest-Marketing reserves
the right to cancel the service at any time.
In this event customers may be entitled to a
prorated refund based upon the remaining
period of membership. If a customer breaches
Midwest-Marketing terms of service a refund
will not be issued in the event of a
cancellation.
All
Other Services Refund Policy
Due to the nature and format of some of our
other web services such as; internet
marketing, SEO, graphic design, no refund
policy is offered.
After a service order is placed, work in some
form is commenced immediately on the order. We
are providing a service to our customers and
not a tangible product. Once a service,
whether it is custom design graphics,
marketing services or ANY other
product/service has been purchased from us, we
do not offer any refunds. We will work
closely with our clients and make every
attempt to ensure that they are satisfied with
their graphic design services. By placing an
order through our website and making a payment
through one of our payment processing services
you are agreeing to these terms. Client
agrees that all fees incurred and billed prior
to cancellation date are valid and Client
agrees to pay. (See Termination).
Minimum Cancellation Fee – Client agrees that
a minimum cancellation fee of 50% will be
retained by MWM on all cancelled accounts even
if no work has been started. The cancellation
fee is charged to compensate MWM for up-front
expenses and services rendered, including but
not limited to, costs incurred for the
purchase of domain name(s), for developing the
website, securing server space, creating the
temporary website or server space, employee
expenses, marketing, and overhead costs.
By accepting a refund in full or refund less
cancellation fee, Client agrees that the
matter is settled in full and releases MWM,
its officers, owners, members, agents and
employees of any and all contractual
obligations and waives all claims of any
nature, including legal action, against MWM,
its officers, owners, members, agents and
employees.
21. Account Transfer
Requests for transferring the ownership of
a website or hosting account from Client to a
new owner must be completed in writing by both
the current account owner and the new
designated owner. The transfer is not valid
until a signed request is received by MWM in
writing which is to include payment
authorization and new billing account
information from the new owner, documentation
of the ownership transfer (purchase agreement
etc.), documentation of copyright transfer,
and acceptance of MWM’s TOS by the new owner.
22. Midwest Marketing Proprietary Rights
Client acknowledges and agrees that MWM’s
designs/services may contain proprietary and
confidential information that is protected by
intellectual- and proprietary-rights laws.
Client agrees to not reproduce, duplicate,
copy, sell, resell or exploit any portion of
MWM’s designs or services.
23. Resale or Giveaway Rights
You do not have resale rights or give away
rights to creations made or supplied by
Midwest-Marketing.com for your web site
including layouts, designs, graphics, images,
PHP, Flash, Animations or Logos. You may use
creations made or supplied by Midwest-Marketing.com
for your purchased-in-full web site only. Resale rights (or
exclusive rights) for items supplied by
Midwest-Marketing.com may be purchased for
additional fees. Please contact us for current
pricing at
sales@Midwest-Marketing.com.
24. Use of Client Information
Client hereby agrees that any information
or ideas submitted to MWM by any means may be
used by MWM without compensation or liability
to Client for any purpose whatsoever,
including but not limited to, developing
websites, databases, e-commerce and
developing, manufacturing and marketing other
products. This provision does not apply to
Client content or to personal information that
is subject to MWM’s Privacy Policy.
Client herby gives permission to MWM to use
samples or links to Client’s custom website
designed by MWM for marketing and advertising
purposes, including but not limited to, use in
MWM’s online portfolio.
25. Third-Party Services
From time to time third parties may offer
services or software to MWM’s Clients.
Clients may request the use of third-party
services or software, or MWM may suggest the
use of third-party services or software to its
clients. Use of such third-party services
will be at Client’s own risk and subject to
the terms and conditions of those third
parties. It is Client’s sole responsibility
to ensure that the use of third-party services
or software complies with third-party terms of
use and licenses, these Terms of Service, and
any and all applicable laws. Client assumes
full responsibility for, and releases MWM
from, any and all liability associated with
the use of third-party services or software.
HWS does not represent nor warrant that use or
access to any third-party services will be
compatible, uninterrupted, error free, without
defects or that Client will be able to access
MWM’s services. Client also agrees that MWM
is under no obligation to provide Client with
any enhancements, updates, or fixes to make
MWM’s services accessible through any
third-party applications or services,
including third party hosting services. MWM is
under no obligation whatsoever to provide
support or service for websites hosted on
third party servers or non-MWM servers.
26. Contract Service Providers
MWM may contract with Contract Service
Providers to complete a portion, or all of the
Client’s custom website. The Client agrees
not to do business directly with the Contract
Service Provider, nor to remit payment to the
Contract Service Provider or any MWM employee
directly for services. All payments for
services rendered must be made directly to MWM.
Contract Service Providers are independent
contractors and are required to follow company
policies and procedures. Contract Service
providers are provided with only the
information needed to complete the design or
development portion of the Client’s website
and do not have access to Client’s personal
information including payment information.
27. Disclaimer of Warranties
Client’s use of MWM services is at Client’s
own risk. MWM services are provided “as-is”.
MWM disclaims to the fullest extent permitted
by law all warranties of any kind, whether
express or implied, including, but not limited
to, the implied warranties of merchantability,
fitness for a particular purpose and
non-infringement of proprietary rights. MWM
disclaims any warranties regarding MWM
services including that they will meet
Client’s requirements, that they will be
uninterrupted, timely, secure, or error-free.
MWM disclaims any warranties regarding the
results that may be obtained from the use of
MWM services, including resulting sales and
web traffic. MWM disclaims any warranties
regarding the marketing of Client’s products,
services, sales, or website. MWM disclaims
any warranties regarding the quality of any
products, services, information or other
material purchased, advertised or obtained
through MWM services, or links provided by MWM
services, as well as for any information or
advice provided by MWM or obtained through
links provided through MWM services.
Client understands and agrees that any material
downloaded or otherwise obtained through the use
of MWM services are done at Client’s own risk
and that Client will be solely responsible for
any damages to Client’s computer system or loss
of data or other liability that results from the
downloading of such material.
Some states or jurisdictions do not allow the
exclusion of implied warranties. The above
exclusions may not apply to Client.
28. Limitation of Liability
Client understands and agrees that MWM, its
subsidiaries, affiliates, officers, and
employees shall not be liable for any direct,
indirect, incidental, special, consequential,
exemplary or punitive damages, including but not
limited to, damages for loss of
profits, goodwill, use, data, or other
intangible losses (even if MWM has been advised
of the possibility of such damages). Such
limitation of liability shall apply whether the
damages arise from the use of or inability to
use MWM services, reliance on MWM services, or
from the interruption, suspension, or
termination of MWM services (including such
damages incurred by third parties). This
limitation shall also apply, without limitation,
to the costs of procurement of substitute goods
or services resulting from products or services
purchased or obtained or messages received or
transactions entered through MWM services or for
unauthorized access to or alteration of client's
data or transmissions and any statements or
conduct of a third party or any other matters
relating to MWM services. Such limitation shall
further apply, with respect to the performance
or noon-performance of services or any
information or merchandise that appears on, or
is linked in any way to MWM services.
Some jurisdictions do not allow the exclusion or
limitation of liability for incidental or
consequential damages, so the above limitations
and exclusions may not apply to client.
Without limiting the foregoing, under no
circumstance shall MWM be liable for any delay
or failure in performance resulting directly
or indirectly from acts of nature, forces or
causes beyond its reasonable control,
including without limitation, internet
failures, computer equipment failures,
telecommunication equipment failures, other
equipment failures, electrical power failures,
strikes, labor disputes, riots, insurrections,
civil disturbances, shortages of labor or
materials, fires, floods, storms, explosions,
or other casualties, illness, accidents, acts
of God, war, governmental actions, orders of
domestic or foreign courts or tribunals, non
performance of third parties, or loss of or
fluctuations in heat, light or air
conditioning. MWM’s full and complete
liability, for any reason whatsoever, shall be
limited to the full refund of all monies paid
to MWM.
29. Indemnification
Client agrees to defend, indemnify and hold
harmless MWM, its directors, officers,
employees and agents from and against all
claims and expenses, including attorneys’ fees
that may arise or result from any content
Client submits, posts, transmits or makes
available through MWM services, from any
product sold by Client, its agents or
employees or assigns, from any service
provided or performed or agreed to be
performed by MWM or from Client’s breach or
violation of the TOS, including any
obligation, representation, or warranty made
herein, or Client’s violation of any rights of
another. Client further agrees to defend,
indemnify and hold harmless MWM, its
directors, officers, employees and agents from
and against all claims and expenses, including
attorneys’ fees, arising from or related to
contracts, representations, agreements,
promises, etc., made between Client and third
parties, or arising from or related to
Client’s negligence toward MWM or MWM third
parties.
30. Contact Midwest Marketing
Client may contact MWM at 708-289-5031 M-F
from 10:00 –6:30 CST. Client may visit our
website
www.Midwest-Marketing.com at any
time. Client may also email MWM at the
following department email addresses:
31. Negative Comments/Slander
Client specifically agrees not to engage
in negative comments or slander regarding MWM,
including but not limited to publishing, or
causing to be published, complaints or
derogatory comments regarding MWM in any
format, including but not limited to, print,
newspaper, television, radio or on internet
complaint sites, blogs or other public
internet forums. Should there be a breach of
this condition MWM will be entitled to
liquidated damages in the amount of $2,500.00
for each publishing or posting. If said
breach occurs on an internet complaint site
each hit to that website will be considered an
individual breach of this condition, and
subject to additional liquidated damages of
$100 per occurrence. Further, MWM shall be
entitled to litigate this matter, and obtain
the money damages together with injunctive
relief. The prevailing party to that
litigation shall be entitled to an award of
attorney’s fees.
32. Jurisdiction
This agreement shall be governed exclusively
by the laws of the State of Illinois, USA,
without regard to any conflicts of law
provisions thereof, as a contract entered into
and performed entirely within the State of
Illinois. The parties herby expressly
disclaim the application of the United Nations
Convention on the International Sale of Goods.
Any disputes between the parties relating to
the subject of this agreement shall be
submitted exclusively to the jurisdiction of
the state or federal courts located in the
State of Illinois, Counties of Illinois, and
the parties expressly consent to personal
jurisdiction and venue therein and waive any
objection based on forum non conveniens
or otherwise.
In the event that any provision hereof is
found invalid or unenforceable pursuant to
judicial decree or decision the remainder of
this Agreement shall remain valid and
enforceable according to its terms. The
failure by MWM to avail itself of any right or
enforce any obligation of this agreement shall
not be deemed to be an ongoing waiver of such
right or obligation or of any other right or
obligation.
33. Governance
MWM may investigate any reported violations of
this agreement, its policies or any other
complaints and take any action it deems
appropriate to protect its systems,
facilities, Clients, and/or third parties.
34. Electronic Signatures
Selecting and submitting “accept” on the
electronic copy of the TOS, submitting content
through the DP or ITTG, making payment, or
submitting information or documents to MWM so
that MWM may perform services for the client,
the same shall constitute an electronic
signature as defined by Uniform Electronic
Transactions Act.
35. General Information
This Agreement constitutes the entire
understanding and contract between the parties
and supersedes any and all prior oral or
written agreements (including, but not limited
to, any prior versions of the TOS). All
representations not in writing are null and
void. Written agreements may include, but are
not limited to, emails and electronic
acceptance of this Terms of Service.
Client agrees that regardless of any statute
or law to the contrary, any claim or cause of
action arising out of or related to the use of
Midwest-Marketing services or the Terms of
Service must be filed within thirty (30) days
after such claim or cause of action arose or
be forever barred. The section titles in the
TOS are for convenience only and have no legal
or contractual effect.
Other projects or services may be bound by
separate terms and conditions.
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