Terms Of Service

Media One partners with many companies, individuals and government entities. To ensure safe environment for all parties working with Media One, its affiliates, third party vendors and its clients affiliates, vendors contractors and sub contractors all clients, companies and individuals involved with any transactions, directly or indirectly are subject to non-disclosure agreement. All business dealings with Media One and its clients are not to be disclosed outside of the parties directly involved or related to completing tasks outlined in initial agreement unless otherwise authorize in written agreement and kept on file.

We value our customers information and our clients data. We are strongly committed to excellence when it comes to protecting creative works, patents, trademarks, secrets, financial information and anything that can be directly and/or indirectly related to a company or its products. This is something we take VERY seriously and have a zero tolerance in our company with our employees, contractors and affiliates. By participating with Media One, directly, indirectly, client or client contractor you agree and are held subject to the terms of the non-disclosure agreement as outlined by our legal staff here at Media One. For any questions, comments, or concerns in relation to the non-disclosure agreement in which you are bound to by having ANY communication with Media One whatsoever, no matter if by phone, email, in person, text, private chat, video, or other electronic communications, please email legal@mediaonelink.com Your request will be processed and returned as soon as possible. You are also bound by our privacy policy for using our website and our subdomain links.

TERMS OF SERVICE AGREEMENT

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THIS TERMS OF SERVICE AGREEMENT IS EFFECTIVE AS OF 06/22/2017.

ACCEPTANCE OF TERMS

The following Terms of Service Agreement (the “TOS”) is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with Media One Marketing Group, also known as Media One Link, located at 6014 Brandy Chase Cove, Fort Wayne, Indiana 46815 and our subsidiaries and affiliates, in association with the use of the Media One Link website, which includes http://mediaonelink.com, (the “Site”) and its Services, which shall be defined below.

DESCRIPTION OF WEBSITE SERVICES OFFERED

The Site is a news and information website for-profit business which has the following description:

Mediaonelink.com is a website for Media One Marketing Group meant to Provide legal documents, consultation, information, communications, and administrative panel for end users.

Any and all visitors to our site shall be deemed as “users” of the herein contained Services provided for the purpose of this TOS.

The user acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Media One Marketing Group. At its discretion, Media One Marketing Group may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. Media One Marketing Group does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end user acknowledge, accept and agree that Media One Markeng Group shall not be held liable for any such updates, modificaons, revisions, suspensions or disconnuance of any of our Services and/or products. Your connued use of the Services provided, aer such posng of any updates, changes, and/or modificaons shall constute your acceptance of such updates, changes and/or modificaons, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, revised or modified terms, you must stop using the provided Services forthwith.

Furthermore, the user understands, acknowledges and agrees that the Services offered shall be provided “AS IS” and as such Media One Markeng Group shall not assume any responsibility or obligaon for the meliness,
missed delivery, deletion and/or any failure to store user content, communication or personalization settings.

PRIVACY POLICY

Every member’s registration data and various other personal information are strictly protected by the Media One Marketing Group Online Privacy Policy (see the full Privacy Policy at http://mediaonelink.com/privacy). As a member, you herein consent to the collection and use of the information provided, including the transfer of information within the United States and/or other countries for storage, processing or use by Media One Marketing Group and/or our subsidiaries and affiliates.

INTERSTATE COMMUNICATION

Upon registration, you hereby acknowledge that by using http://mediaonelink.com to send electronic communications, which would include, but are not limited to, email, searches, instant messages, uploading of files, photos and/or videos, you will be causing communications to be sent through our computer network. Therefore, through your use, and thus your agreement with this TOS, you are acknowledging that the use of this Service shall result in interstate transmissions.

CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE

Due to the global nature of the internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:

a) are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;

b) agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;

c) agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and

d) agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.

CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES

Media One Marketing Group shall not lay claim to ownership of any content submitted by any visitor or user, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for Media One Marketing Group the below listed worldwide, royalty-free and non-exclusive
licenses, as applicable:

a) The content submitted or made available for inclusion on the publicly accessible areas of Media One Marketing Group’s sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of Media One Marketing Group’s sites, and shall terminate at such time when you elect to discontinue your membership.

b) Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of Media One Marketing Group’s sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of Media One Marketing Group’s sites and shall terminate at such time when you elect to discontinue your membership.

c) For any other content submitted or made available for inclusion on the publicly accessible areas of Media One Marketing Group’s sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.

Those areas which may be deemed “publicly accessible” areas of Media One Marketing Group’s sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to users. However, those areas which are not open to the public, and thus available to members only, would include our mail system and instant messaging.

CONTRIBUTIONS TO COMPANY WEBSITE

Media One Marketing Group provides an area for our users to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals (“Contributions”) to our site, you acknowledge and agree that:

a) your contributions do not contain any type of confidential or proprietary information;

b) Media One Link shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;

c) Media One Link shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;

d) the contributor’s Contributions shall automatically become the sole property of Media One Link; and

e) Media One Link is under no obligation to either compensate or provide any form of reimbursement
in any manner or nature.

INDEMNITY

All users herein agree to insure and hold Media One Marketing Group, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a user of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of Media One Link Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

COMMERCIAL REUSE OF SERVICES

The user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to Media One Link’s sites.

MODIFICATIONS

Media One Marketing Group shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

ADVERTISERS

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that Media One Marketing Group shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.

LINKS

Either Media One Marketing Group or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that Media One Marketing Group shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

PROPRIETARY RIGHTS

You do hereby acknowledge and agree that Media One Marketing Group’s Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and
confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by Media One Marketing Group or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on Media One Marketing Group Services (e.g. Content or Software), in whole or part.

Media One Marketing Group herein has granted you personal, non-transferable and non-exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by Media One Marketing Group for use in accessing our Services.

WARRANTY DISCLAIMERS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

a) THE USE OF MEDIA ONE MARKETING GROUP SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. MEDIA ONE MARKETING GROUP AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b) MEDIA ONE MARKETING GROUP AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) MEDIA ONE MARKETING GROUP SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) MEDIA ONE MARKETING GROUP SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE MEDIA ONE MARKETING GROUP SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.

c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF MEDIA ONE MARKETING GROUP SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL
BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.

d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM MEDIA ONE MARKETING GROUP OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

e) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT MEDIA ONE MARKETING GROUP AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

a) THE USE OR INABILITY TO USE OUR SERVICE;

b) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;

c) UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;

d) STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;

e) AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

RELEASE

In the event you have a dispute, you agree to release Media One Marketing Group (and its officers,
directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS

Should you intend to create or to join any service, receive or request any such news, messages, alerts or other information from our Services concerning companies, stock quotes, investments or securities, please review the above Sections Warranty Disclaimers and Limitations of Liability again. In addition, for this particular type of information, the phrase “Let the investor beware” is appropriate. Media One Marketing Group’s content is provided primarily for informational purposes, and no content that shall be provided or included in our Services is intended for trading or investing purposes. Media One Marketing Group and our licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted and/or made available by way of our Services, and shall not be responsible or liable for any trading and/or investment decisions based on any such information.

EXCLUSION AND LIMITATIONS

THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

THIRD PARTY BENEFICIARIES

You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be no third-party beneficiaries to this agreement.

NOTICE

Media One Marketing Group may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.

TRADEMARK INFORMATION

You herein acknowledge, understand and agree that all of the Media One Marketing Group trademarks, copyright, trade name, service marks, and other Media One Marketing Group logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of Media One Marketing Group. You herein agree not to display and/or use in any manner the Media One Marketing Group logo or marks without obtaining Media One Marketing Group’s prior written consent.

COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES

Media One Marketing Group will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, Media One Marketing Group may disable and/or terminate the accounts of any user who violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:

a) The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;

b) A description of the copyrighted work or other intellectual property that you believe has been infringed upon;

c) A description of the location of the site which you allege has been infringing upon your work;

d) Your physical address, telephone number, and email address;

e) A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;

f) And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.

The Media One Marketing Group Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Mailing Address: Media One Marketing Group Attn: Copyright Agent 6014 Brandy Chase Cove Fort Wayne, Indiana 46815

Telephone: 260-222-7676 Email: admin@mediaonelink.com

CLOSED CAPTIONING

BE IT KNOWN, that Media One Marketing Group complies with all applicable Federal Communications Commission rules and regulations regarding the closed captioning of video content. For more information, please visit our website at http://mediaonelink.com.

GENERAL INFORMATION

ENTIRE AGREEMENT
This TOS constitutes the entire agreement between you and Media One Marketing Group and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to Media One Marketing Group Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Media One Marketing Group Services, affiliate Services, third-party content or third-party software.

CHOICE OF LAW AND FORUM It is at the mutual agreement of both you and Media One Marketing Group with regard to the TOS that the relationship between the parties shall be governed by the laws of the state of Indiana without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the TOS, or the relationship between you and Media One Marketing Group, shall be filed within the courts having jurisdiction within the County of Marion, Indiana or the U.S. District Court located in said state. You and Media One Marketing Group agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

WAIVER AND SEVERABILITY OF TERMS At any time, should Media One Marketing Group fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

STATUTE OF LIMITATIONS You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within 2 year(s) after said claim or cause of action arose or shall be forever barred.

VIOLATIONS

Please report any and all violations of this TOS to Media One Marketing Group as follows:

Mailing Address: Media One Marketing Group 6014 Brandy Chase Cove Fort Wayne, Indiana 46815

Telephone: 260-222-7676 Email: admin@mediaonelink.com

 

ONLINE PRIVACY POLICY AGREEMENT
Media One Marketing Group, (Media One Link), is committed to keeping any and all personal
information collected of those individuals that visit our website and make use of our online
facilities and services accurate, confidential, secure and private. Our privacy policy has been
designed and created to ensure those affiliated with Media One Marketing Group of our
commitment and realization of our obligation not only to meet but to exceed most existing privacy
standards.
THEREFORE, this Privacy Policy Agreement shall apply toMedia One Marketing Group , and
thus it shall govern any and all data collection and usage thereof. Through the use of
http://mediaonelink.com you are herein consenting to the following data procedures expressed
within this agreement.
Collection of Information
This website collects various types of information, such as:
• Voluntarily provided information which may include your name, address, email address,
billing and/or credit card information etc., which may be used when you purchase products
and/or services and to deliver the services you have requested.
• Information automatically collected when visiting our website, which may include cookies,
third party tracking technologies and server logs.
Please rest assured that this site shall only collect personal information that you knowingly and
willingly provide by way of surveys, completed membership forms, and emails. It is the intent
of this site to use personal information only for the purpose for which it was requested and any
additional uses specifically provided on this site.
Media One Marketing Group may have the occasion to collect anonymous demographic
information, such as age, gender, household income, political affiliation, race and religion at a
later time.We may also gather information about the type of browser you are using, IP address
or type of operating system to assist us in providing and maintaining superior quality service.
It is highly recommended and suggested that you review the privacy policies and statements
of any website you choose to use or frequent as a means to better understand the way in
which other websites garner, make use of and share information collected.
Use of Information Collected
Media One Marketing Group may collect and may make use of personal information to assist
in the operation of our website and to ensure delivery of the services you need and request.
At times, we may find it necessary to use personally identifiable information as a means to
keep you informed of other possible products and/or services that may be available to you
from http://mediaonelink.com . Media One Marketing Group may also be in contact with you
with regards to completing surveys and/or research questionnaires related to your opinion of
current or potential future services that may be offered.
Media One Marketing Group does not now, nor will it in the future, sell, rent or lease any of
our customer lists and/or names to any third parties.
Media One Marketing Group may find it beneficial to share specific data with our trusted
partners in an effort to conduct statistical analysis, provide you with email and/or postal mail,
deliver support and/or arrange for deliveries to be made. Those third parties shall be strictly
prohibited from making use of your personal information, other than to deliver those services
which you requested, and as such they are thus required, in accordance with this agreement,
to maintain the strictest of confidentiality with regards to all your information.
Media One Marketing Group may deem it necessary to follow websites and/or pages that our
users may frequent in an effort to gleam what types of services and/or products may be the
most popular to customers or the general public.
Media One Marketing Group may disclose your personal information, without prior notice to
you, only if required to do so in accordance with applicable laws and/or in a good faith belief
that such action is deemed necessary or is required in an effort to:
• Remain in conformance with any decrees, laws and/or statutes or in an effort to comply
with any process which may be served upon Media One Marketing Group and/or our
website;
• Maintain, safeguard and/or preserve all the rights and/or property ofMedia One Marketing
Group; and
• Perform under demanding conditions in an effort to safeguard the personal safety of users
of http://mediaonelink.com and/or the general public.
Children Under Age of 13
Media One Marketing Group does not knowingly collect personal identifiable information from
children under the age of thirteen (13) without verifiable parental consent. If it is determined
that such information has been inadvertently collected on anyone under the age of thirteen
(13), we shall immediately take the necessary steps to ensure that such information is deleted
from our system’s database. Anyone under the age of thirteen (13) must seek and obtain
parent or guardian permission to use this website.
Unsubscribe or Opt-Out
All users and/or visitors to our website have the option to discontinue receiving
communication from us and/or reserve the right to discontinue receiving communications by
way of email or newsletters. To discontinue or unsubscribe to our website please send an
email that you wish to unsubscribe to admin@mediaonelink.com. If you wish to unsubscribe or
opt-out from any third party websites, you must go to that specific website to unsubscribe
and/or opt-out.
Links to Other Web Sites
Our website does contain links to affiliate and other websites.Media One Marketing Group
does not claim nor accept responsibility for any privacy policies, practices and/or procedures
of other such websites. Therefore, we encourage all users and visitors to be aware when they
leave our website and to read the privacy statements of each and every website that collects
personally identifiable information. The aforementioned Privacy Policy Agreement applies only
and solely to the information collected by our website.
Security
Media One Marketing Group shall endeavor and shall take every precaution to maintain
adequate physical, procedural and technical security with respect to our offices and
information storage facilities so as to prevent any loss, misuse, unauthorized access,
disclosure or modification of the user’s personal information under our control.
The company also uses Secure Socket Layer (SSL) for authentication and private
communications in an effort to build users’ trust and confidence in the internet and website
use by providing simple and secure access and communication of credit card and personal
information. In addition, Media One Marketing Group is a licensee of TRUSTe. The website is
also secured by VeriSign.
Furthermore, in an effort to comply with international data protection standards, our website
has been certified by the Department of Commerce’s United States and the European Safe
Harbor Framework in an effort to further protect our international users and members.
Changes to Privacy Policy Agreement
Media One Marketing Group reserves the right to update and/or change the terms of our
privacy policy, and as such we will post those change to our website homepage at
http://mediaonelink.com, so that our users and/or visitors are always aware of the type of
information we collect, how it will be used, and under what circumstances, if any, we may
disclose such information. If at any point in time Media One Marketing Group decides to make
use of any personally identifiable information on file, in a manner vastly different from that
which was stated when this information was initially collected, the user or users shall be
promptly notified by email. Users at that time shall have the option as to whether or not to
permit the use of their information in this separate manner.
Acceptance of Terms
Through the use of this website, you are hereby accepting the terms and conditions stipulated
within the aforementioned Privacy Policy Agreement. If you are not in agreement with our
terms and conditions, then you should refrain from further use of our sites. In addition, your
continued use of our website following the posting of any updates or changes to our terms
and conditions shall mean that you are in agreement and acceptance of such changes.
How to Contact Us
If you have any questions or concerns regarding the Privacy Policy Agreement related to our
website, please feel free to contact us at the following email, telephone number or mailing
address.
Email: admin@mediaonelink.com
Telephone Number: 2602227676
Mailing Address:
Media One Marketing Group
6014 Brandy Chase Cove
Fort Wayne, Indiana 46815
06/22/2017

 

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made and entered into as of 06/21/2017 by and between Media One Marketing Group, (the “Disclosing Party”), located at 6014 Brandy Chase Cove, Fort Wayne, Indiana 46815, and ______________________________, (the “Recipient” or “Receiving Party”), located at , ________________________________________________________________. This agreement is entered into pursuant to any business dealings with Media One Marketing Group and/or disclosing party. Throughout the duration of this Agreement, the Disclosing Party may deem it necessary to disclose or share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained within this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties hereto agree as follows: Confidential Information For all intents and purposes of this Agreement, “Confidential Information” shall mean and include any data or information that is deemed proprietary to the Disclosing Party and that which is not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to, (i) any form of marketing plan, strategies, financial information or projections, operations, sales quotes or estimates, business plans, performance results which may be related to the past, present and/or future business activities of said party, its subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific, technical or data information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, knowledge, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets, trademarks and copyrights; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and, as such, the Disclosing Party regards all of its Confidential Information as trade secrets. Notwithstanding anything in the foregoing statement to the contrary, Confidential Information shall not include any such information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third party source not known, after diligent inquiry, by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality, (iii) is or shall become publically available through no fault or failure to act by the Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of Compelled Disclosure shall apply prior to any disclosure being made; and (v) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the herein contained terms and conditions of this Agreement or reference or access to any Confidential Information. Confidential Information Disclosure The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party’s directors, officers, employees, agents or representatives (collectively herein referred to as “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and (iv) not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement. Therefore, each party shall be responsible for any breach of this Agreement by any of their respective Representatives. Confidential Information Usage The Receiving Party herein agrees to make use of the Confidential Information solely for the purpose and in connection with the current or contemplated business relationship between both parties and not for any purpose other than that which has been stipulated and contained herein this Agreement, unless otherwise authorized by prior written consent by an authorized representative of the Disclosing Party. There shall be no other right or license, whether expressed or implied, in the Confidential Information granted to the Receiving Party hereunder. Ownership and title to the Confidential Information shall remain solely with the Disclosing Party, any and all use of the Confidential Information by the Receiving Party shall be solely for the benefit of the Disclosing Party, and any type or manner of improvements or modifications thereof by the Receiving Party shall remain the sole property of the Disclosing Party. There shall be nothing herein contained that would be intended to modify the parties’ existing agreement that the parties’ discussions in furtherance of a potential business relationship shall herein be governed by Federal Rule of Evidence 408 – Compromise Offers and Negotiations. Induced Disclosure of Confidential Information Notwithstanding anything in the foregoing clauses to the contrary, the Receiving Party may be compelled to disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent feasible, the Disclosing Party in writing of any such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party provides (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent feasible, the Disclosing Party with any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability. Independent Development Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be similar to the Disclosing Party’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party’s Confidential Information. Term The herein contained Agreement shall remain in effect 24 Months, and shall be subject to an extension of 24 Months months if both parties are still discussing and contemplating a business transaction or relationship at the end of the original term. Notwithstanding the foregoing, the parties’ duties to maintain in confidence any and all Confidential Information that may have been disclosed during the term shall thus remain in effect indefinitely. No Warranty All Confidential Information is provided by Disclosing Party “AS IS” and without any warranty, express, implied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance. Remedies Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution or broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information. The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney’s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney’s fees and expenses incurred. Return of Confidential Information Upon completion/expiration or termination of this Agreement, the Receiving Party shall immediately return and deliver to the Disclosing Party all tangible material and/or information representing or exemplifying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents, materials, notes or copies (“Notes”) which may have been converted to any computerized media in the form of any image, data or word processing files either manually or by image capture or any other form of work product that may be based on or include any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of this Agreement or (ii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, with the prior written consent of the Disclosing Party, the Receiving Party may immediately destroy (in the case of Notes, at the Receiving Party’s sole discretion) any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction of the material and or information. Non-Circumvention The Recipient shall not at any time prior to 24 Months, without the prior written consent of the Disclosing Party, which consent the Disclosing Party may withhold at its sole discretion, (i) attempt in any manner to deal directly or indirectly with any contact persons or other individuals or companies related to the Disclosing Party including by having any part of or deriving any benefit from the Disclosing Party’s Company or any aspect thereof, or (ii) by-pass, compete, avoid, circumvent, or attempt to circumvent the Disclosing Party relative to the potential business transaction including by utilizing any of the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information. Notice of Breach The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the Disclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use. No Legally Binding Agreement for Transaction Both parties hereby agree that neither party shall be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that each party herein reserves the right, in their sole and absolute discretion, to reject any and/or all proposals and to terminate discussions and negotiations with respect to any Transaction at any time. This Agreement does not create or constitute a joint venture or partnership between the parties. In the event that a Transaction should go forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. Should and such provision not be provided or stipulated in said transaction documents, then this Agreement shall be the controlling instrument. Warranty Each party herein warrants that it has the right and authorization to make such disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information any and all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Furthermore, neither party is under any obligation contained within this Agreement to disclose any Confidential Information it chooses not to disclose. Neither party hereto shall have any liability to the other party, or to the other party’s Representatives, resulting from any use of the Confidential Information except with respect to the disclosure of such Confidential Information in violation of this Agreement. Entire Agreement This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by written amendment signed by the party against whom such enforcement is sought. Governing Laws The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Indiana or any applicable federal laws or statutes applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in Indiana shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. Waiver of Contractual Right Any such failure by either party to enforce the other party’s strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. Severability Although the restrictions herein contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. In the event it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement shall be enforced as if such provision was not included. Notices Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, emailed, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the aforementioned address of the other party, or any such other address or addressee as may be furnished by a party in accordance with this paragraph. All such notices or communication shall be deemed to have been given and received (i) in the case of personal delivery or email, on the date of said delivery, (ii) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch, and (iii) in the case of mailing, on the seventh business day following such mailing. Transfer or Assign This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent shall not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees. Miscellaneous The receipt of Confidential Information pursuant to this Agreement shall not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other, or (ii) providing products or services to other who compete with the other. Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned effective date.

 

NON-COMPETE

All of our employees, contractors, sub contractors and affiliates agree to a non-compete agreement. NON-COMPETE AGREEMENT
This Agreement, when signed and witnessed below, shall constitute an agreement regarding defined noncompete,
confidential and proprietary information and trade secrets, hereinafter referred to as “Confidential
Information,” relating to the business of Media One Marketing Group located at 6014 Brandy Chase Cove,
Fort Wayne in the State of Indiana in the zip code 46815 and _______________________ located at , in the State of ____________________________, hereinafter referred to as the “Parties,” as of the date executed, thus known as the “Effective
Date.” For purposes of this agreement Media One Marketing Group shall be referred to as the “Company”
or the “Disclosing Party,” and Chuck Smith shall hereinafter be referred to as the “Recipient.”
It shall be incumbent upon the Recipient to strictly maintain the confidentiality of the Proprietary
Information. Proprietary information may be shared amongst the Parties for use in scoping, estimating and
completing any and all work or projects for the Company and its clients.
NON-COMPETE
Throughout the duration of this agreement the Recipient shall not, in any manner, represent, provide
services or engage in any aspects of business that would be deemed similar in nature to the business of
Media One Marketing Group without the written consent of Media One Marketing Group.
The recipient warrants and guarantees that throughout the duration of this agreement and for a period not to
exceed 24 months following the culmination, completion or termination of this agreement, that s/he shall
not directly or indirectly engage in any business that would be considered similar in nature to with Media
One Marketing Group, its subsidiaries, and any current or former clients and/or customers within a USA
mile radius of Fort Wayne, Indiana. Nor shall the Recipient solicit any client, customer, officer, staff or
employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.
CONFIDENTIAL INFORMATION
By definition herein, “Confidential Information” shall mean any and all technical and non-technical
information provided by Media One Marketing Group, including but not limited to, any data, files, reports,
accounts, or any proprietary information in any way related to products, services, processes, database,
plans, methods, research, development, programs, software, authorship, customer lists, vendor lists,
suppliers, marketing or advertising plans, methods, reports, analysis, financial or statistical information, and
any other material related or pertaining to any business of Media One Marketing Group, its subsidiaries,
respective clients, consultants or vendors that may be disclosed to the Recipient herein contained within the
terms of this Agreement.
The Recipient shall not in any manner or form, at any time disclose, reveal, unveil, divulge or release, either
directly or indirectly, any aforementioned proprietary or confidential information for personal use or for the
benefit of any third party and shall at all times endeavor to protect all Confidential Information belonging to
the Company.
INJUNCTIVE RELIEF
The Recipient herein acknowledges (i) the unique nature of the protections and provisions established and
contained within this Agreement, (ii) that the Company shall suffer irreparable harm if the Recipient should
breach any of said protections or provisions, and (iii) that monetary damages would be inadequate to
compensate the Company for said breach. Therefore, should the Recipient cause a breach of any of the
provisions contained within this Agreement, and then the Company shall be entitled to injunctive relief, in
addition to any other remedies at law or equity, to enforce said provisions.
ENTIRE AGREEMENT
This Agreement shall be considered a separate and an independent document of which it shall supersede
any and all other Agreements, and there are no other assurances or conditions in any other instrument,
either oral or written, between the parties hereto. This Agreement may be modified only by a subsequent
written agreement signed by both parties.
SEVERABILITY
In the event any term, condition, or provision of this Agreement is deemed or held to be invalid or
unenforceable for any reason, those remaining terms, conditions and provisions shall remain valid and
enforceable. Should a court of law determine that any term, condition or provision of this Agreement is
invalid or unenforceable, but that by limiting such term, condition or provision it would become valid and
enforceable, then such term, condition and/or provision shall be deemed to be written, construed and
enforced as so limited.
WAIVER
If either party fails to enforce any provision contained within this Agreement, it shall not be construed as a
waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
GOVERNING LAW
This Agreement is to be construed pursuant to the current laws of the State of Indiana. Jurisdiction and
venue for any claim arising out of this Agreement shall be made in the State of Indiana, in the County of
Marion.
IN WITNESS WHEREOF, the parties hereto have caused this Non-Compete Agreement to be executed by
a duly authorized representative of such party and of such party as of the effective date executed by the
signature of both parties.
Media One Marketing Group

Website Development Agreement

This WEB SITE DEVELOPMENT AGREEMENT (“Agreement”) is an agreement between Media One Marketing Group (“Company”) and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the “Order”) and applies to the purchase of all services ordered by Customer on the Order (collectively, the “Services”).  The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.

PLEASE READ THIS AGREEMENT CAREFULLY.

BY SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND COMPANY, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING COMPANY’S USAGE POLICIES.  YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOUR AGREEMENT TO THE TERMS HEREOF ALSO CONSTITUTES YOUR AGREEMENT TO THE USER AGREEMENT AND OTHER “TERMS OF SERVICE” LOCATED AT www.mediaonelink.com/tos

1. TERM AND TERMINATION

A. Term of Agreement. This Agreement shall be effective as of the date set forth on the Order and shall remain in force until seven (7) days after the last Coordination Step as set forth in the applicable Order, which shall take place not later than one hundred twenty days (120) after the Order (“Delivery Date”).  Company cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.

B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder.

2. COMPANY’S AND CUSTOMER’S RESPONSIBILITIES

A. Scope of Work. Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order.

B. Changes. Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company (“Change Order”). Company agrees to notify Customer promptly of any factor, occurrence, or event coming to its attention that may affect Company’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services.  In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.

C.Customer’s Responsibilities. Customer agrees to perform all tasks assigned to Customer as set forth in this Agreement or a Change Order, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Web Site.  Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone in the event Company’s failure to meet its responsibilities and time schedules is caused by Customer’s failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement.  In the event of any such failure or delay by Customer (i) all of Company’s time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Company.  Customer shall be responsible for making, at its own expense, any changes or additions to Customer’s current systems, software, and hardware that may be required to support operation of the Web Site.  Unless otherwise contracted with Company or reflected in a Change Order, Customer shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site. With the execution of a Change Order specifically asking Company to assesses the Customer’s systems, software and hardware from time to time, Company may agree to perform this function at normal Company rates.

3. WEB SITE DESIGN

A. Design. The design of the Web Site shall be in substantial conformity with the material provided to Company by Customer.  Web Site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order.  Customer will provide direction to Company by accessing the Company’s Customer Relationship Management system (“CRM”) and delivering content for Web site construction within.  Web Site text will be supplied by the Customer unless copywriting services have been purchased.  Development of web pages will take place on the Customer’s established web hosting service with Company.  All server technical issues are to be handled by Company unless otherwise noted amongst all parties.  Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Order. Company shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer’s directory on Company’s Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other we sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, metatags (i.e., text that is present only when a “Webcrawler” or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

B. Coordination Steps. Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Order.  Customer is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Web Site During Construction. Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Customer through the CRM. Until Customer has approved the final Web Site, none of the Web Pages for Customer’s Web Site will be accessible to end users.

D. Completion Date. Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within two (2) weeks of the date of the Order unless otherwise noted.  If Customer has not submitted complete text and graphics content within three (3) weeks after the Order, an additional continuation fee of ten percent (10%) of the total Order price will also be assessed each month until the Web Site is published.

F. Copyright to Web Site. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web Site.  Such products may include, but are not limited to server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Customer to design and develop the Web Site.  Customer further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties.  Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other web sites separate from Customer.  Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web Site,  Customer shall own a worldwide right, title, and interest in and to the Web Site (including, its source code and documentation) (the “Custom Programming”).  Customer and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not  limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise  alter or transfer the Custom Programming.  Customer and Company also agree that the design and development of the Web Site may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer’s specific requirements (the “Code Content”).  Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Web Site) a  worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content. Company and its subcontractors retain the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios.

4. MAINTENANCE

This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased.  If the Customer or an agent other than Company attempts updating Customer’s pages, time to repair web pages will be assessed at an hourly rate.  Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order.  This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.

5. FEES

A. Development Fee. The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by Customer) shall be set forth in the Order (the “Development Fee”).  This price covers all work for the Order (excluding post-approval modifications not implemented by Customer).  Unless otherwise stated in the Order, the Development Fee to Company is due and payable upon placing the Order and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Company’s services are “AS-IS, WHERE-IS, WITH ALL FAULTS” and refunds may not be provided for Company’s services hereunder.

B. Project abandonment. If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.

6. INDEMNIFICATION

A. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Customer’s responsibilities and Customer Content. This indemnification shall include attorney’s fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company’s total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.

B. Customer Indemnity.  Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or (b) a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

7. REPRESENTATIONS AND WARRANTIES

A. Company makes the following representations and warranties for the benefit of Customer:

1. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

2. Conformity, Performance, and Compliance. Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.

3. Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SITE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEB SITE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM.  IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER.  COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

B. Customer makes the following representations and warranties for the benefit of Company:

1. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.

2. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

C. Confidentiality.  The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence.  “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.  The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement.  Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

8. FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

9. RELATIONSHIP OF PARTIES

A. Independent Contractor. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Company shall be solely responsible for and shall hold Customer harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers’ compensation.

B. No Agency. Customer does not undertake by this Agreement, the Order or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

10.       NOTICE AND PAYMENT

A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or express mail, return receipt requested or by Federal Express.

B. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

11.       JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the State of Arizona. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Arizona including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

12.       AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

13.       ASSIGNABILITY

Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company.  Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

14.       WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

15.       SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16.       INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

17.       NO INFERENCE AGAINST AUTHOR

No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

18.       DISPUTES

Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Maricopa County, Arizona and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Arizona sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Arizona or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

19.       READ AND UNDERSTOOD

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

20.       DULY AUTHORIZED REPRESENTATIVE

If this Agreement is executed then each Party warrants that their representative whose signature appears on such signature pages is the duly authorized by all necessary and appropriate corporate actions to execute this Agreement.

This file was last modified on June 10, 2017.