PROGRAM TERMS AND CONDITIONS
THIS DOCUMENT SERVES AS THE TERMS AND CONDITIONS (“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF SERVICES BETWEEN YOU (“Customer”, “you” or “your”) AND NEON GOLDFISH LLC (“Neon Goldfish”, “us” “we” or “our”). YOU AGREE TO PAY FOR THE MONTHLY FEES FOR THE SERVICES PURCHASED FOR 12 MONTHS FROM THE DATE PROJECT CONSTRUCTION BEGINS. THE FEES PAID TO NEON GOLDFISH ARE NONREFUNDABLE.
Neon Goldfish will provide you with the services (the “Service”) outlined in detail on your Service Contract. The customer agrees that additional services that are not detailed in the Service Contract may require additional fees and charges at current rates.
To perform the Services, Neon Goldfish may need to access and make changes to the Customer website and, if applicable, related databases and files which may contain copyrighted or proprietary content. Customer grants Neon Goldfish a royalty-free, limited license to use, edit, modify, make derivative works, and archive client-provided content during the term of this Agreement for the purpose of providing the Services and for related internal business purposes.
The customer understands that Neon Goldfish makes no guarantees or promises of placement or position on the search engine ranking, social media placement, campaign success, nor specific results as those results will vary.
The customer agrees to provide Neon Goldfish with all relevant and necessary information and custom content (including, but not limited to, brochures, logos, slogans, copy, pictures, images, video, and other content) in connection with the services provided. Customer also agrees that they have the right to use all names, logos, addresses, phone numbers, trademarks, service marks, and all other content provided to be used in provided Services.
Any written documentation presented to Neon Goldfish disputing the customer’s authorization of name, logo, address, phone number, trademark, service mark or any other content requested to be used in the services of Neon Goldfish may result in cancellation or suspension of service until the dispute is resolved to our satisfaction. Customer agrees that they will indemnify Neon Goldfish and hold us harmless for any damages, cost, and expenses, including actual attorneys’ fees resulting from customer misrepresentations and unauthorized submissions.
Customer agrees that all logos, images, pictures, videos, slogans, copy and anything else submitted for use in the Services provided by Neon Goldfish can be used, as connected to the customer, in all Neon Goldfish marketing materials, press releases, contests, branding, advertisements or any other medium Neon Goldfish chooses.
Customer agrees that they are in compliance with all laws and licensing agreements for all goods and services they are offering and representing.
The customer agrees to provide Neon Goldfish with accurate contact information including but not limited to, legal business name, physical address, mailing address, phone number, email address and fax number. The customer further agrees to notify Neon Goldfish of any changes or modifications to contact information in writing.
The customer agrees that any and all personal information gathered through the use of Neon Goldfish services will not be shared, sold or bartered with any third party without first obtaining written consent from such individuals.
The customer shall be responsible for contacting Neon Goldfish for all changes, modifications, updates and adjustments to the Services provided.
The customer represents to Neon Goldfish that the Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
The customer shall be responsible for obtaining Internet connectivity to access the Website and to send and receive emails.
The Customer agrees to the fees and charges set forth on the Services Contract for Services provided by Neon Goldfish is done on a monthly basis for 12 months starting to begin project construction unless noted differently on the Services Contract. After 12 months, this Agreement shall renew for successive one-month terms unless terminated by either party. If the Customer requires additional services, additional fees, and charges at current rates may apply.
Customer acknowledges and agrees that Neon Goldfish will charge the credit card, debit card or bank account that you provide for the amount of each month’s applicable Fees as stated on the Services Contract and for the amount of all other fees and charges the Customer agrees to pay as they become payable pursuant to this Agreement. The customer further agrees that a $25 (Twenty-Five U.S. Dollars) fee will be assessed for a denied or invalid credit card number, insufficient funds, or any other cause for nonpayment.
The customer also agrees that any fees and annual or monthly charges are nonrefundable.
Any litigation involving this contract and its enforcement or interpretation shall be handled exclusively in the courts of general jurisdiction in Lucas County, OH.
All written notifications should be sent to Neon Goldfish L.L.C. 5151 Monroe Stree, Toledo, OH 43623.
Term and Termination
The Agreement is effective as of the beginning of project construction and shall continue for a period of 12 months unless otherwise specified on the Service Contract. This Agreement shall renew after the initial 12 month period on successive one-month terms at the same monthly fee as described in the Service Contract. If the customer chooses to cancel or discontinue marketing services with Neon Goldfish, you must notify us in writing within 30 days of the end of the term specified on the Service Contract.
Upon cancellation, the customer will receive a final bill reflecting the balance due for any remaining charges. The customer shall pay Neon Goldfish an early termination fee of one hundred (100%) of the then-current monthly fee for the remainder of the term. The customer agrees to pay all fees incurred by the Customer and billed to the Customer via credit card, debit card or bank account information provided for payment.
Errors and Omissions
Customer agrees that errors in and omissions of services do sometimes occur and charges are based solely upon each service naming that charge as the only monetary value to the marketing services and unrelated to the value of or any investment in your business. The customer also agrees that it is extremely difficult and impractical to identify any actual damages, loss of profits, and/or loss of sales as a result of an error in or omission of marketing services. Customer further agrees to hold Neon Goldfish L.L.C. harmless for any loss of profits, loss of sales, damages, and any other impact to Customer’s business as a result of an error in or omission of marketing services.
Customer shall defend, indemnify, and forever hold Neon Goldfish, LLC, its owners, shareholders, partners, members, affiliates, subsidiaries, officers, directors, employees, agents, providers, contractors and their heirs, successors and assigns, free and harmless from and against any and all actions, claims, liabilities, the assertion of liabilities, losses, costs and expenses whatsoever, including, but not limited to, attorney fees, that any such parties may incur or be exposed to by reason of Customer’s use or misuse of this service and the services provided herein.
This indemnification shall extend to and apply to any and all such actions, claims, the assertion of liabilities, losses costs and expenses whatsoever, including, but not limited to, attorney fees, whether brought against Neon Goldfish by Customer or third parties due directly or indirectly to the Customer’s use or misuse of Neon Goldfish services provided herein.
Rights and Ownership
As between Customer and Neon Goldfish, all materials, images, photos, information, and other content provided by Customer to Neon Goldfish for inclusion to the website shall remain the sole and exclusive property of Customer. With the exception of the Customer’s ownership interest as identified in the previous sentence, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, and all other intellectual property rights, shall remain exclusively with Neon Goldfish. Upon termination of service, should Customer desire to obtain the property, copyright, or ownership rights to the Website, Customer must obtain express, written permission from Neon Goldfish, and Customer shall compensate Neon Goldfish a royalty fee of i) if, within the initial term, an early termination fee of one hundred (100%) percent of the then-current monthly fee for the remainder of the term plus twelve (12) times the then-current monthly fee received by Neon Goldfish for the Service or ii) if after one year, twelve (12) times the then-current monthly fee received by Neon Goldfish for the Service, as compensation for the assignment for the proprietary rights to the website. Such ownership or proprietary rights assignment shall be limited to the actual URL address, Website, and its underlying HTML script or coding as developed for Customer by Neon Goldfish, but shall not include any rights to Neon Goldfish’s software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Neon Goldfish’s products or services, which shall remain the sole and exclusive property of Neon Goldfish and its suppliers, affiliates, partners, and licensors.
Neon Goldfish reserves the right to suspend or terminate Service with or without notice to Customer if Neon Goldfish determines, in its sole discretion that, Customer has failed to comply with its obligations as set forth in this Agreement.
This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Neon Goldfish. Neither party will have the right or the authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether expressed or implied, or to bind the other party or its affiliates in any respect whatsoever.
The Terms and Conditions of this contract are not transferable or assignable by the Customer without the written consent of Neon Goldfish LLC.
Customer agrees they are authorized on behalf of the company named on the Service Contract to enter into this contract for Search Engine Optimization. I have read, understand, and agree to these Terms and Conditions.