TERMS OF USE AGREEMENT
The following terms and conditions apply to all web design / online marketing services provided by Rank.Vegas LLC to the Client.
1. Acceptance & Requirements: Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions. In order to design your webpage a hosting accound and domain name is required. These two products must be purchae seperately and you may do so from www.hostinglasvegas.com.
2. Charges: Charges for services to be provided by Rank.Vegas LLC are defined in the project quotation that the Client receives through this invoice.
Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of 50% of the project quotation total before the work is supplied to the Client for review. A second charge of 50% is required after the development stage. Payment for services is due by cheque, bank transfer, cash or through our online shopping cart. Cheques should be made payable to Rank.Vegas LLC and sent to Rank.Vegas LLC, 5870 S Decatur Blvd #4 Las Vegas, NV 89118. Bank details will be made available if requested.
3. Client Review: Rank.Vegas LLC will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Rank.Vegas LLC otherwise within ten (10) days of the date the materials are made available to the Client.
4. Turnaround Time and Content Control: Rank.Vegas LLC will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Rank.Vegas LLC receiving initial payment, unless a delay is specifically requested by the Client and agreed by Rank.Vegas LLC. Mininum of 2 weeks are required for a web design sample.
During the project, Rank.Vegas LLC will require the Client to provide website content; text, images, movies and sound files
5. Failure to provide required website content: Rank.Vegas LLC must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to impose a surcharge of up to 25%. If your project involves Search Engine Optimisation we need the text content for your site in advance so that the SEO can be planned and completed efficiently.
If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. Simply put, all the above condition says is do not give us the go ahead to start until you are ready to do so.
NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.
Using our content management system you are able to keep your content up to date your self.
6. Payment: Invoices will be provided by Rank.Vegas LLC upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or £30 per month of the total amount due.
7. Additional Expenses: Client agrees to reimburse Rank.Vegas LLC for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc. If you are unsatisfied with the first theme installed, we only offer or include one more theme installation. After the second theme installed, if still unsatisfied you will be charge at our current hourly rate for any new changes or theme changes.
8. Permissions: The client agrees to give access (usernames, passwords, and any other required permissions) to existing or future domain registration, hosting accounts, and affiliated service-providers as needed to accomplish the goals set forth in the written proposal. The client also authorizes Rank.Vegas LLC to publicize their completed Web site to Web search engines, as well as other Web directories and indexes, if this is included in the scope of the project. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Rank.Vegas LLC takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. Two of these third parties we use for our services include www.hostinglasvegas.com & www.optimizelocations.com, you are bound to their terms and conditions.
9. Proposal: For any website project, a proposal shall be provided to the client which outlines the general scope of the web design project. Additionally, the proposal shall include an estimate of the costs involved to complete the project. Additional work required to the project will incur additional costs. All prices specified in this contract will be honored for three (3) months after both parties agree to this contract. New services after that time will require a new agreement.
10. Client Provisions: Client will provide all text to be used in web pages, unless otherwise negotiated. Client agrees to provide copy and any other submissions in a timely manner.
11: Stock Photography: Rank.Vegas LLC agrees to provide up stock photos depending on your package during the web design process. Any photos acquired by Rank.Vegas LLC for inclusion in the client’s website remain the property of Rank.Vegas LLC and may be used in multiple, separate projects. Should the client require full ownership of the provided photography, these terms must be disclosed in writing.
12: Web Browsers: Rank.Vegas LLC will verify the design and functionality of all websites on the following internet browsers: Internet Explorer, current versions of Firefox, and Safari. Should an update or up-version of any of these browsers results in the corruption of the website in part or in whole, the client understands that any revisions or corrections will be made at the client’s expense, billed at Rank.Vegas LLC’s current hourly rate.
13: Delinquency: Rank.Vegas LLC reserves the right to remove web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred in that process.
14: Performance Liability: Rank.Vegas LLC does not warrant that the functions supplied by web pages, consultation or advice, will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with client. In no event will Rank.Vegas LLC be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if Rank.Vegas LLC has been advised of the possibility of such damages. If you purchase an “SEO” plan, many factors vary for results in search engines. Results are not guaranteed and may vary on a day to day basis. Rank.Vegas LLC is not responsible for results in search engines. For more details and proper terms and conditions you must contact the appropriate search engine.
15: Copyrights and Trademarks: The client represents to Rank.Vegas LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Rank.Vegas LLC for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Rank.Vegas LLC from any claim or suit arising from the use of such elements furnished by the client.
16. Returns and Refunds Policy: Rank.Vegas LLC does not reimburse or refund services. No refunds will be given on any purchases, plans or packages. All sales are final.
NOTE: Before you confirm your agreement to these terms, please make sure you understand all of the above agreement. Should you have any questions or concerns regarding these terms, please contact us before advising us of acceptance.
By submitting a deposit payment, you consent to the terms of this design/service contract on behalf of yourself, and/or your organization or business.
This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and Rank.Vegas and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the Rank.Vegas website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”). The Website provides the following service: Web Design Services, Social Media Services, Marketing Services, Advertising Services, Design Services, e-Commerce (“Company Services”). Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.
Rank.Vegas offers your use of your website and is strictly subject to the Terms and Conditions of use set below. By paying this estimate/invoice or replying to this email with your consent that you agree, you are agreeing to the terms, and you are signifying your agreement, to be bound by these terms, as from time to time amended (If terms change you will be notified through email or letter). If giving access with username and password to your website, your use of this website is at your own risk. You assume complete responsibility ( login details, back panel of website and access) for, and risk of, loss resulting from downloading, using, referring or relying on, materials, or any other information obtained from your use of this website once access is granted for you to make changes if necessary. You agree that Rank.Vegas will not be liable for damages arising out of your use or your inability to use this website, and you hereby waive any and all claims with respect thereto, and whether based on contract, tort (including negligence) or other grounds. Any additional design, layout, art, typography, etc., from this estimate or maintenance package, is subject to additional charges.
Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website. Persons under the age of 13 are not permitted to register for the Website or use the Company Services.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.
PURCHASES; PAYMENT
Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company. Company may change prices at any time. All payments shall be in U.S. dollars.
REFUND POLICY
All sales are final and no refunds shall be issued.
USER REPRESENTATIONS
Regarding Your Registration
By using the Company Services, you represent and warrant that:
A. all registration information you submit is truthful and accurate;
B. you will maintain the accuracy of such information;
C. you will keep your password confidential and will be responsible for all use of your password and account;
D. you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
E. your use of the Company Services does not violate any applicable law or regulation.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).
We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user’s actual name.
Regarding Content You Provide
The Website may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Company and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively “Contributions”). Any Contributions you transmit to Company will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:
A. the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
B. you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
C. you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website;
D. your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
E. your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well-being of minors;
F. your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
G. your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.
CONTRIBUTION LICENSE
By posting Contributions to any part of the Website, or making them accessible to the Website by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Company an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.
Company has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.
By uploading your Contributions to the Website, you hereby authorize Company to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.
GUIDELINES FOR REVIEWS
Company may accept, reject or remove reviews in its sole discretion. Company has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Company, and do not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to Company a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sublicensable license to Company to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
Use License
If you are accessing the Company Services via a mobile application, then Company grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the application; (e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.
Terms Applicable to Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Company Services. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. (3) WARRANTY: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. (8) THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
SOCIAL MEDIA
As part of the functionality of the Website, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Website; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Website via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Website. You will have the ability to disable the connection between your account on the Website and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any Social Network Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Website. At your request made via email to our email address listed below, or through your account settings (if applicable), Company will deactivate the connection between the Website and your Third Party Account and delete any information stored on Company’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Services (“Submissions”) provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
PROHIBITED ACTIVITIES
You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:
A. attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website
B. attempting to impersonate another user or person or using the username of another user
C. deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website
D. deleting the copyright or other proprietary rights notice from any Website content
E. engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools
F. except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software
G. harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you
H. interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website
I. making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
J. selling or otherwise transferring your profile
K. systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company
L. tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords
M. using any information obtained from the Website in order to harass, abuse, or harm another person
N. using the Company Services as part of any effort to compete with Company or to provide services as a service bureau
O. using the Website in a manner inconsistent with any and all applicable laws and regulations
INTELLECTUAL PROPERTY RIGHTS
The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks.
THIRD PARTY WEBSITES AND CONTENT
The Website contains (or you may be sent through the Website or the Company Services) links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
SITE MANAGEMENT
Company reserves the right but does not have the obligation to:
A. monitor the Website for violations of this Agreement;
B. take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
C. in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
D. in Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
E. otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.
PRIVACY POLICY
We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Company Services, you are consenting to the terms of our Privacy Policy.
TERM AND TERMINATION
This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.
In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Company Services.
Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.
YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.
If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS
To Agreement
Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
To Services
Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.
DISPUTES
Between Users
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.
With Company
All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Company Services shall be governed and construed by the laws of the State/Commonwealth of Nevada, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against Company arising out of or related in any respect to this Website and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over CLARK COUNTY County, State of Nevada; subject, however, to the right of Company, at the Company’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Services (including your visit to or use of the Website and/or the Company Services) be instituted more than two (2) years after the cause of action arose. You will be liable for any attorneys’ fees and costs if we have to take any legal action to enforce this Agreement.
CORRECTIONS
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
DISCLAIMERS
Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
INDEMNITY
You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
NOTICES
Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.
USER DATA
Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.
ELECTRONIC CONTRACTING
Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
MISCELLANEOUS
This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company’s reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of this Agreement or use of the Website and Company Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
Client:
Company: Rank.Vegas
Contact Name: Ricardo
Address: 5870 S Decatur Blvd Unit 6
Las Vegas, NV 89118
Phone: +1.7026722373
E-mail address: sales@rank.vegas
Present WWW URL (if any): rank.vegas
These are the terms of our agreement together:
1. Authorization. The above-named Client is engaging Rank.Vegas, known as Developer, a sole proprietor, located at 5870 S Decatur Blvd Unit 6 Las Vegas, NV 89118, as an independent contractor for the specific purpose of developing and/or improving a web site. The Client hereby authorizes Developer to access the above FTP account, and authorizes the web hosting service to provide Developer with “write permission” for the Client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes Developer to publicize their completed web site to Web search engines, as well as other Web directories and indexes.
2. Standard Web Site Package:
Domain Registration: The Developer will secure a domain name for the Client at the Client’s request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for the Developer.
If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.
Text. Copy for web site must be supplied by the Client in a .doc format via disk or email attachment. Otherwise, if not supplied on disk or via email, there will be an additional charge for typesetting.
Links. This agreement contemplates up to an average of 12 external or relative links per page and an e-mail response link on each web page to any e-mail address specified by Client.
This agreement also contemplates making any link the Client desires “pop up” in a new window if requested at the specific dimensions and configuration specified by the Author.
Photos. Photos and other misc. graphic images must be supplied by Client.
Scanning. This agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will accommodate the needs of most Clients.. Please note: If you anticipate needing extensive scanning service, or need large format images scanned, please contact Developer for pricing and / or discounts on volume scanning.
Installation. Finished site will be uploaded to Client’s hosting company.
Site publicity. The site will be subject to a one-time blast submission to at least 12 of the major Web search engines, such as Yahoo, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc.
E-mail response link on each web page to any e-mail address the Client designates.
Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by both Netscape and Microsoft Internet Explorer. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
CGI / Perl. This contract contemplates one basic form embedded on the Clients web site with the data captured in each form delivered to the Client at the Client’s specified e-mail address. If a specific script beyond this capability is requested by the Client and it must be purchased or created by the” Developer” at the Client’s request, the charge for the script, if any, will be billed back to the Client.
Image Map. for internal navigation (Not included in the package price for sites smaller than 6 pages.)
3. Standard Web site Packages only. The content of the web pages will be supplied by the Client and executed as specified by the Client in the Web Design Packages Page. In case the Client desires additional standard web pages beyond your purchase, the Client agrees to pay Developer an additional fees for each additional web page. Graphics or photos beyond the allowed average of 1.3 per web page shall be billed at an additional $50/hour. Where custom graphic work (beyond the scope of the “Custom Graphics Package” selected) is requested, it will be billed at the hourly rate specified below. The store size and additional services, and prices of each are detailed on the attached estimate.
4. Online stores only. The text and graphic content of the web pages will be supplied by the Client and executed as specified by the Client in the “Web Design Packages”. It is understood that total prices calculated are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store. An
Estimate is listed in Appendix A and governs the prices for this contract. Notwithstanding any prices listed in literature or on web pages, the Client and Developer agree that the services described above in this section shall be completed for the amount indicated in Appendix A and / or Appendix B and upon this amount the first payment shall be determined. The final payment shall reflect and include all elements actually completed at the prices attached.
We include e-mail/phone consultation of up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping Clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. (Additional education and consultation is at our hourly rate.)
Product web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified below.
5. Available Services :
This agreement includes all the aforementioned services plus:
Page Redirection / Plug-in Technology. JavaScript programming page redirection based on the presence or absence of a viewer’s browser, plug-in, screen resolution and platform. Note however, that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply.
Graphic Creation / Banner Advertisements. This custom package contemplates that the “Developer” will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creation / redesign of Corporate Identity (logo), ancillary images, animated graphics, photography and banner advertisements.
Java Applets.This custom package contemplates the use of Java Applets specified in Appendix A. Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also ‘crash’ older computers on download and download times for some viewers can be excessive.
Macromedia Flash Macromedia Flash is always an option and the specific understanding of our arrangement will be listed in Appendix A. Although Flash work is charged by the hour, the Developer warrants to protect the client by specifying a maximum charge in advance which will be listed in Appendix A. The Developer warrants to work earnestly to come in under the maximum charge.
DHTML This custom package contemplates using DHTML technology. The rate to program each DHTML page will be specified in Appendix A. The Author understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.
Real Audio/Video. This custom package contemplates using Real Audio or Real Video on the Client’s site. If chosen, however, the charges for such will be listed in Appendix A.
QuickTime / QuickTime VR This custom package contemplates using QuickTime or QuickTime VR technology on the Client’s web site.
E-commerce. This custom package contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client’s site, the charges for the shopping cart will be listed in Appendix A.
Secure Certificate If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.
Merchant Account The Client will need a Merchant Account to enable the ability to accept credit cards online. Any charges necessary to secure the Merchant Account are chargeable to the Client.
Real Time Credit Card Processing. If the Client has a high volume / high sales web site, real-time credit card processing will be desired. In this instance, the Developer will assist the Client in obtaining this service. Any charges related to this service are the responsibility of the Client as an addition to this agreement.
ASP / Cold Fusion. Sites requiring database design may require Microsoft ASP or Allaire Cold Fusion technology. Any charges applicable to ASP or Cold Fusion are in addition to this agreement.
Databases. Costs for creation of a database will be specifically listed in Appendix A.
Training. The Developer will provide e-mail and telephone assistance to the Client’s designated representatives regarding management of the Client’s web site at a pre-negotiated rate.
6. Additional Expenses. Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:
- Purchase of specific fonts at the Client’s request,
- Purchase of specific photography at the Client’s request.
- Purchase of specific software at the Client’s request.
7. Client Amends / Changes. Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer’s business. To that end, we encourage input from the Client during the design process.
The Developer understands, however, that Clients may request significant design changes to pages that have already built to the Client’s specification. To that end, please note that our agreement does not include a provision for significant page modification or creation of additional pages in excess of our agreed page maximum [Appendix A]. If significant page modification is requested after a page has been built to the Author’s specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client include:
- Developing a new table or layer structure to accommodate a substantial redesign at the Client’s request.
- Recreating or significantly modifying the company logo graphic at the Client’s request.
- Replacing more than 75% of the text to any given page at the Client’s request.
- Creating a new navigation structure or changing the link graphics at the Author’s request.
- Significantly reconfiguring the Client’s shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the page maximum. If significant page modification is requested by the Client after the page maximum has been reached a Change Request with estimated costs will be submitted for Client approval prior to changes being done.
Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.
8. Third Party or Client Page Modification. Some Clients will desire to independently edit or update their web pages after completion of the site.
Note however, Developer is not responsible for any damage created by the Client or agent of the Client. Any repairs required will be assessed at an hourly rate of $50 [1 hour minimum charge].
9. Web Hosting. The Client agrees to select a web hosting service that allows Hosting Las Vegas full access to the web site and a cgi-bin directory via FTP and telnet. The Client further understands that if the web hosting service’s operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.
10. Search Engine Registration. The Developer will optimize the Clients web site only if applicable on package selected with appropriate titles, keywords, descriptions and text and thereafter submit the Client’s web site to each of the major search engines and directories. The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be listed in Appendix B.
The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.
11. Work Schedule and Completion Date. Developer to submit a First Mockup Draft of web site no later than twenty (20) days after Developer receives signed agreement, along with down payment and initial direction from the Client. Client to provide Developer with all the data needed to complete web site, including text, company logo, and photos. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design and faxing to Developer. Once this acceptance is received from the Client, the work necessary to complete the project will continue.
Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Only 1 time is allowed to change the websies theme if not satisfied with the first. After first time theme change, no refunds will be allowed.
12. Maintenance Grace Period. This agreement includes minor web page maintenance to regular web pages (not store product pages) over a one-month period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the Client or an agent other than Developer attempts updating the Client’s pages, time to repair web pages will be assessed at the hourly rate, and is not included as part of the updating time. The one-month maintenance period commences upon the date the Client signs this contract.
Changes requested by the Client beyond those limits will be billed at the hourly rate [Appendix A]. This rate shall also apply toward additional work authorized beyond the maximums specified above for such services as: general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping Clients learn how to use their own web page editor. CGI programming charges (if any) are not included in this rate.
13. Extended Maintenance Contracts. Terms for Maintenance Contracts will be listed in Appendix B, using one of two methods.
The Monthly “Flat Rate” Maintenance Contract, payable each month, allowing up to 2 hours of changes per month, including new pages and store product changes. The “Flat Rate” Agreement is payable each month, whether the time is used or not. Changes requested, which go beyond the 2 hour limit, are chargeable at the rate disclosed in Appendix B.
The “As Needed” Maintenance Contract is a monthly chargeable agreement, higher than the “Flat Rate”, but offering cost savings on sites with little to no changes. Charges incur when Client requests a change – 1 hour minimum charge. Details are listed in Appendix B.
14. Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
15. Assignment of Project. The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project. When subcontracting is required, the Developer will only use industry recognized professionals.
16. Age. Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of Nevada on behalf of the Client.
17. Warranties and Liability. Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy..
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography or warez web site for the Client. The Developer reserves the right to determine what is and is not pornography.
Developer does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. Developer is not be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Developers control.
18. Indemnification. Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s web site. This includes Liabilities asserted against the Developer, it’s subcontractors, it’s agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
19. Rights Upon Termination of Agreement. Developer shall transfer, assign and make available to Client all property and materials in Developer’s possession or subject to Developer’s control that are the property of Client, subject to payment in full of amounts due pursuant to this Agreement
Developer also agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
In the event the Client terminates this contract by registered letter within 30 days, 50% of down payment will be refunded. Work completed shall be billed at the hourly rate stated in Appendix A, and deducted from 50% of the down payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.
Refund request must be submitted by registered letter to YOUR COMPANY NAME [address}
20. Default. In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.
21. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
22. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
23. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages and graphics produced by the Developer shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.
Rights to photos, graphics, computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Developer and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.
24. Litigation. Any disputes arising form this contract will be litigated or arbitrated in Clark County, Las Vegas. This agreement shall be governed and construed in accordance with the laws of the State of Las Vegas, USA.
Undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of both parties. Any changes or modification thereto must be in writing and signed by both parties.
25. Payment of Fees. A minimum deposit of fifty percent (50%) is required to commence work.
Fees to Developer are due and payable on the following schedule: 50% upon signing of contract, 25% after first stage of site is completed and approved and the balance upon page completion, but prior to delivery / uploading. If the total amount of this contract is less than $700, the total amount shall be paid upon signing of contract and any additional costs incurred during development will be invoiced at the completion of the web site.
Advertising the pages to Web Search Engines and updating occur only after the final payment is made only if applicable on selected packages. All payments will be made in US funds.
Developer reserves the right to remove web pages from viewing on the Internet until final payment is made. If a payment delay is anticipated, please contact the Developer immediately for an alternative arrangement. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Developer. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Clark County, Las Vegas, and any dispute will be litigated or arbitrated in Clark County, Las Vegas
26. Sole Agreement. The agreement contained in this “Web Site Design Contract” constitutes the sole agreement between Developer and the Client regarding this web site. Any additional work not specified in this contract, Appendix A or Appendix B must be authorized by a written change order. All prices specified will be honored for 30 days after both parties sign this contract. Continued services after that time will require a new agreement.
This agreement constitutes the entire understanding of the Developer and Client. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties
27. Initial Payment and Refund Policy.
The total amount of this contract as stated on shoppin cart check-out.
This agreement begins with an initial payment as shown on check-out.
By replying to this email with “I Agree” the Rank.Vegas services (hereinafter referred to as the “Services”), you hereby agree to the following Terms of Service:
This Terms of Service document, as amended by Rank.Vegas, its partners, subsidiaries, affiliates, successors and assigns (hereinafter referred to collectively as “Rank.Vegas”, “we” and/or “us”), along with any applicable order page (hereinafter collectively referred to as the “Agreement”) constitutes a legally binding contract between Rank.Vegas and the person or organization that submits an order for the Services, pays for Services, and/or utilizes the Services (“Customer”, “Client” and/or “you”). You and Rank.Vegas together may be referred to herein as the “Parties” and either alone may be referred to as a “Party”.
Rank.Vegas reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Rank.Vegas may make such changes or modifications to the terms and conditions contained in this Agreement in accordance with the terms of this Agreement and Client’s continued use of the Services following Rank.Vegas’s posting of any changes or modifications will constitute Client’s acceptance of such changes or modifications.
You acknowledge that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by Rank.Vegas from time to time and are incorporated herein by reference. You may also elect to purchase additional Services from Rank.Vegas, our partners and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept and abide by those agreements as well as this Agreement.
1. Services.
- The Services may include any one or more of the following elements, depending upon the package and options selected by the Client during the ordering process:
- Shopping Cart and eCommerce software that facilitates the sale of products by the Client to customers on a website controlled by the Client;
- Email marketing tools and services;
- Online advertising tools and services;
- Affiliate marketing tools and services; and
- Online website store builder services.
- The Services may include additional third-party products or services that require the Client to accept the terms and conditions of the third party or to pay additional fees to such third party. Client agrees that it is wholly responsible for any such third party terms and conditions and third party fees.
- Rank.Vegas will provide Client with a limited license to use and receive the Services hereunder and Rank.Vegas will further provide the Services ordered by the Client subject to the terms, conditions and limitations applicable to the Services that are set forth in the Agreement and on the Rank.Vegas website.
- Client will pay for the Services at the price and in accordance with any fee schedule indicated upon Client’s ordering of the Services. Rank.Vegas may change the prices for the Services at any time and any such change in prices will be effective immediately after Rank.Vegas posts the change on its website or otherwise provides notice to Client in accordance with this Agreement. All fees collected under this Agreement are fully earned when due and non-refundable when paid except as expressly provided for herein. All fees due under this Agreement must be paid via credit card or other payment method acceptable to Rank.Vegas.
- The Services are either owned by Rank.Vegas or licensed from a third party. In accordance with this Agreement and subject to the payment of applicable fees, Rank.Vegas will provide certain hosting, support and other miscellaneous Services licensed by Client under this Agreement during the term of this Agreement. Any hosting to be provided by Rank.Vegas under the Agreement shall be on servers operated by or for Rank.Vegas (“Rank.Vegas Servers”) and several merchants may share the resources and network capacity of those Rank.Vegas Servers.
- Rank.Vegas reserves the right to change, amend and/or alter the Services or to otherwise provide equivalent or equal Services without prior notice to Client. Client agrees to receive administrative communications from Rank.Vegas in regards to the Services, Client’s account, policy changes and system updates.
- For any free or discounted trial offers the following terms apply:
- For all Rank.Vegas services with the exception of our eComerce store builder services, for any subscription plan offer, by accepting such offer you are agreeing to enroll in a Rank.Vegas subscription plan, at a cost depending which plan you choose every four weeks billed to your credit card, unless you cancel prior to the end of the trial period by contacting Rank.Vegas at 702-672-2373 (U.S. customers) or decide to login to your account and suspend from there.
- our eCommerce store builder services, for any free or discounted trial offer, by accepting such offer you are agreeing to enroll in a Rank.Vegas “Premium” account, at a cost specified on package every four weeks, billed to your credit card, unless you cancel prior to the end of the trial period by contacting Rank.Vegas at 702-672-2373 (U.S. customers) or 702-672-2373 or decide to login to your account and suspend from there.
2. Payment & Fees.
- The Services will commence on the date Client’s order for the Services is accepted by Rank.Vegas (the “Effective Date”) and will thereafter continue on the basis of successive billing periods (with the first day of each billing period being a “Billing Date”) until terminated by either party in accordance with this Agreement. For each billing period, Rank.Vegas will automatically charge the Client’s credit card on each Billing Date for (i) any non-refundable recurring subscription fees as well as any other annual or one-time fees due in advance for the billing period beginning on that date, and (ii) any transaction fees and all other fees designated to be paid in arrears based on the value of goods and services sold through the Client’s Website (as defined below) during the previous billing period. Client acknowledges and agrees that all recurring fees referenced in the Agreement or otherwise related to the Services are to be recurring transactions billed on an ongoing basis until the Services are terminated in accordance with this Agreement.
- All fees are quoted in U.S. Dollars and exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and you will be responsible for payment of all such taxes (other than taxes based on Rank.Vegas’s income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement.
- Without limiting any of Rank.Vegas’s rights hereunder, should any fee payment become delinquent or not be retrievable from Client’s credit card when due, Rank.Vegas may suspend or cancel the Services; however charges may continue to accrue in accordance with the Term of this Agreement and price of Services. Additionally, Rank.Vegas may bill an additional charge to reinstate a suspended Customer account. Client acknowledges and agrees that Rank.Vegas is not responsible whatsoever for any effect the suspension of Services might have on the Services or the results or effectiveness thereof. If Rank.Vegas provides any Service discount to Customer and Customer defaults on its payments or obligations as outlined herein, Rank.Vegas may rescind all discounts and require full payment for the Services. Rank.Vegas reserves the right to refer any amounts owed hereunder to a third party for collection in the event of ongoing default. On any amounts not paid when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys’ fees. Rank.Vegas may also continue to submit charges on Client’s credit card from time to time until all fees due are paid.
- CUSTOMER UNDERSTANDS AND AGREES THAT ALL Rank.Vegas FEES AND CHARGES ARE NONREFUNDABLE AND THAT Rank.Vegas MAY CHANGE ANY FEE, RATE OR PLAN AT ANY TIME UPON NOTICE TO CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT.
- Additionally, Client permanently and irrevocably waives any and all right to enact a ‘chargeback’ (that is, a disputed, reversed or contested charge with the applicable bank, credit card or charge card) against these payments for any reason whatsoever against Rank.Vegas.
- If expressly noted in the ordering process Client may receive a refund of 100% of the amount paid hereunder if Client terminates the Services within thirty (30) days or less after the Effective Date. However, Client acknowledges and agrees that if Client has surpassed any such thirty (30) day period, Client will not be entitled to a refund. Notwithstanding the foregoing, Client acknowledges and agrees that any such refund will not apply to any transaction fees owed by Client under the Agreement. Additionally, if Client purchase Services with an annual billing arrangement, Client may receive a 10% refund for fees paid for the current annual term for those annual Services, provided Client terminates those Services within thirty (30) days after the annual renewal date.
3. Ownership and License.
- The Services provided by Rank.Vegas hereunder, and all worldwide intellectual property rights therein, are the exclusive property of Rank.Vegas. All rights in and to the Services not expressly granted to Client in this Agreement are wholly reserved by Rank.Vegas.
- Subject to the terms and conditions of this Agreement, Rank.Vegas grants to Client a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Services. You acknowledge that the Services and their structure, organization, and source code constitute valuable trade secrets of Rank.Vegas. Accordingly, except as expressly allowed under this Agreement, you will not, either directly or through a third party, (i) copy, modify, adapt, alter, translate, or create derivative works from the Services; (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Services to any third party; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services. In the event of expiration or termination of this Agreement for any reason, the licenses granted under this Agreement shall automatically and immediately cease and you shall destroy all copies the Services or related documentation in your possession.
“Background Technology” means computer programming & formatting code or operating instructions developed by or for Rank.Vegas and used to host or operate a Website or a Web server in connection with a Website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of Customer Content. All rights to the Background Technology not expressly granted to Customer hereunder are wholly retained by Rank.Vegas. Where such Background Technology is provided to Customer hereunder, Customer may not either directly or through a third party, (i) copy, modify, adapt, alter, translate, or create derivative works from the Background Technology; (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Background Technology to any third party; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Background Technology. In the event of expiration or termination of this Agreement for any reason, the any Background Technology licenses granted under this Agreement shall automatically and immediately cease and you shall destroy all copies the Background Technology or related documentation in your possession.
- Subject to the terms and conditions of this Agreement, Rank.Vegas grants to Client a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce certain trademarks provided to Client by Rank.Vegas under this Agreement (“Rank.Vegas Marks”), solely for use in the display on those locations as designated by Rank.Vegas in its sole discretion. Rank.Vegas grants no rights in the Rank.Vegas Marks other than those expressly granted in this Section. Client acknowledges Rank.Vegas’s exclusive ownership of the Rank.Vegas Marks. Client agrees not to take any action inconsistent with such ownership and Client agrees not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Rank.Vegas Marks or in such a way as to create combination marks with the Rank.Vegas Marks. At Rank.Vegas’s request (in its sole discretion), Client will immediately discontinue any use and display of the Rank.Vegas Marks. Client acknowledges and agrees that, except with respect to the trademark license granted herein in and to the Rank.Vegas Marks, no licenses are granted by Rank.Vegas to any other trademarks, service marks, or trade names owned by Rank.Vegas, its parent, or affiliates.
- Certain additional features that Rank.Vegas may make available to Client in conjunction with the Services may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions (“Additional Software”). Similarly, Rank.Vegas may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions (“Additional Services”). Client agrees that Client will not use such Additional Software or Additional Services unless Client has agreed to the applicable terms and conditions, including but not limited to Client’s payment of additional fees as required.
- If Client purchases a domain name as part of the boarding process for the Services (the “Domain Name” and/or “URL”) Client will be considered the owner of the Domain Name; however Rank.Vegas will be listed as the technical contact. By using the Services, Client represents and warrants that any name or word submitted to be used as all or part of the Domain Name does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the Domain Name in connection with a commercial or personal endeavor and that it is not merely “cyber squatting,” i.e., obtaining the Domain Name merely to attempt to sell the rights to the Domain Name or sub domain to some third party. Client further represents and warrants that the Domain Name will not violate the Rank.Vegas Acceptable Use Policy and other acceptable use provisions referenced or listed herein.
4. Use and Ownership of Digital Images.
The Services may contain clipart and photo images (collectively, the “Images”) and as such Rank.Vegas may provide the Images to you in the process of providing the Services. The Images are either owned by Rank.Vegas or licensed from a third party. Unless otherwise stipulated by Rank.Vegas, your use of the Images is subject to the restrictions set forth in this Section and otherwise in accordance with this Agreement.
Provided Customer is not in breach of this Agreement or any of the representations and warranties contained herein, and provided Customer pays the applicable fees, Customer may do the following subject to the restrictions set forth in this Agreement (upon termination of the Services or this Agreement all Customer rights and licenses in and to the Images shall immediately terminate):
- incorporate the Images into your own original work and publish, display and distribute your work on the Website. You may not, however, resell, sublicense or otherwise make available the Images for use or distribution separately or detached from a product or webpage. For example, the Images may be used as part of a webpage design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others. Similarly, Customer may be provided with copies of the Images (including digital files) as part of work product, but Customer is not permitted to use the Images separately or as part of any other product;
- back up, copy, or archive the Images as necessary for internal use, and only as necessary for that use. Any copy or archive you make must include the Image’s copyright information; and
- in the normal course of workflow, convey to a third party (such as a printer) temporary copies of the Images that are integral to your work product and without which the product could not be completed.
Customer may not:
- create scandalous, obscene, defamatory or immoral works using the Images, nor use the Images for any other purpose which is prohibited by law;
- use the Images or any part of it as part of a trademark, service mark, or logo. Rank.Vegas and those third parties from whom they have licensed images retain the full rights to the Images, and therefore Customer cannot establish their own rights over any part of the Images;
- remove any copyright or trademark from any place where it appears on the Images or its accompanying materials;
- rent, lease, sublicense or lend the Images, or a copy thereof, to another person or legal entity without the express written consent of Rank.Vegas;
- transfer the rights to the Images, accompanying materials or storage media for the Images, except as specifically provided for in this Agreement. All other rights are reserved by Rank.Vegas and those third parties from whom Rank.Vegas has licensed images;
- reverse engineer, decompile, or disassemble any part of the Images, accompanying materials or storage media for the Images, subject to applicable law;
- copy or reproduce the Images, accompanying materials or storage media for the Images;
- display the Images in any digital format or for any digital use at a resolution greater than 640×480 pixels, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Images in violation of this Agreement;
- re-sell, distribute or sub-license the Images, storage media for the Images, or the rights to use the Images to anyone for any purpose, except as specifically provided for in this Agreement; or
- use the Images in any way that could be considered defamatory, libelous, pornographic, immoral, obscene or fraudulent, either by making physical changes to it, or in the juxtaposition to accompanying text. Customer agrees not to use Images as part of any use involving sensitive subject matter, as determined by Rank.Vegas in its sole discretion, including but not limited to the following sensitive subjects: all sexual issues, sexually transmitted diseases, substance abuse, alcohol, tobacco, cancer, mental ailments, alternative lifestyles issues, and physical or mental abuse, without advance written consent from Rank.Vegas and any model in such Image. Sensitive subject usage pertains to both commercial and editorial uses.
5. Client Responsibilities.
Customer shall be responsible for the following (whereby failure to adhere to these responsibilities shall constitute a material breach of this Agreement):
- providing current and updated Customer information (including but not limited to Customer’s name, address, email address, postal address, phone and fax numbers, etc.) for Rank.Vegas’s use in contacting Customer regarding the Services, keeping Client’s profile updated, and otherwise as necessary in regards to the Services;
- providing all necessary and required information, data, text, music, sound, images, photographs, graphics, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials (“Content”) to be used in connection with a Customer website or online store (“Website”) or otherwise for use in conjunction with the Services, other than that Content which Rank.Vegas expressly agrees to supply;
- acquiring any authorizations necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
- contacting Rank.Vegas for all changes and modifications to the Services starting from the date of sale and otherwise remaining engaged in the related processes;
- providing Rank.Vegas with unrestricted access to the Website and/or related accounts as needed for Rank.Vegas to provide the Services hereunder;
- granting to Rank.Vegas and its subcontractors the necessary rights and licenses with respect to the Website, the Content and materials related thereto in order to carry out obligations under this Agreement;
- allowing Rank.Vegas to make a reasonable number of archival or back-up copies of the Website as deemed necessary by Rank.Vegas in providing the Services;
- ensuring that Customer maintains a current and complete backup of their Content at all times;
- obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet; and
- contacting Rank.Vegas with notice of Customer’s decision to cancel or discontinue the Services. IF NO SUCH NOTIFICATION IS GIVEN TO Rank.Vegas BY CUSTOMER, Rank.Vegas WILL ASSUME CUSTOMER IS SATISFIED WITH AND ACCEPTS ALL SERVICES, AND Rank.Vegas WILL BILL ANY RELATED FEES DIRECTLY TO CUSTOMER’S CREDIT CARD.
6. Customer Representations and Warranties.
Customer hereby represents and warrants as follows:
- Customer can form legally binding contracts under applicable law;
- Customer is at least eighteen (18) years old and is responsible for supervising the activities of any under-age user;
- to Customer’s knowledge, there is no action, proceeding, or investigation pending or threatened which questions, directly or indirectly, the validity or enforceability of this Agreement;
- entering into this Agreement or otherwise purchasing the Services will not conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default, or result in a termination of, any agreement or instrument to which the Customer is a party;
- Customer has taken all actions required by applicable law, and have obtained all consents which are necessary to authorize or enable it to enter into this Agreement and/or purchase the Services;
- to the extent that Customer is a business entity, the individual ordering the Services or otherwise entering into this Agreement on behalf of Customer has been duly authorized and are empowered to bind Customer to this Agreement;
- Customer shall ensure the accuracy of materials provided to Rank.Vegas, including, without limitation, Content, descriptive claims, warranties, guarantees, nature of business, and contact information for Customer;
- Customer shall acquire any authorizations necessary for hypertext links to third party websites used on the Website or otherwise in conjunction with the Services;
- to the extent Customer gathers any personal information about visitors to the Website, Customer shall not share that personal information with any third party without first obtaining a visitor’s consent;
- Customer will not provide Content or other materials, or use the Services in any manner that infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right, and will further not use the Services as a mechanism designed to facilitate such infringement; and
- Customer’s Content, other materials provided in conjunction with the Services, and use of the Services shall in all respects conform to all applicable federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders (including those governing the export of technical information).
Customer further represents and warrants that they will not provide or use any Content or other materials or use the Services or the Website in a manner deemed to be any of the following:
- encouraging illegal or criminal conduct;
- promoting, facilitating or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities;
- promoting or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property;
- offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity;
- pornographic or obscene in any manner whatsoever;
- violent or encouraging violence;
- disparaging, defamatory, libelous, or results in an invasion of privacy;
- containing any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data or personal information;
- intentionally holding Rank.Vegas or their employees, directors or stockholders up to public scorn, ridicule, or defamation; or
- stating or implying that the Website is placed by Rank.Vegas or any party with a contractual relationship with Rank.Vegas, or that such parties endorse Customer’s products or services.
For all domain names or uniform resource locators used by Customer in conjunction with the Services (collectively the “URL’s”), Customer represents and warrants that any name or word submitted to be used as all or part of a domain name or URL does not infringe any trademark or domain name rights of any third party. Moreover, Customer further represents and warrants that it has a present good faith intention to use any domain name or URL it requests in connection with the Services and that it is not merely “cybersquatting” (i.e., obtaining the a domain name merely to attempt to sell the rights to the domain name or subdomain to some third party).
Customer further represents and warrants that they will use the Services in accordance with Rank.Vegas’s Acceptable Use Policy and in a manner that does not interfere with or disrupt other network users, services, or equipment. Without limiting any of its other rights set forth herein, Rank.Vegas reserves the right to terminate or suspend any and all Services without notice if any such interference is determined by Rank.Vegas to exist. Such interference or disruption includes, but is not limited to:
- scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums;
- propagation of computer worms or viruses; and/or
- use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
7. Customer Website and Content.
- Client will be solely responsible for the development, operation and maintenance of the Website, including the operation of the Website, accepting, processing and filing customer orders generated through the Website, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through the Website. Client agrees that Rank.Vegas has no obligation to back-up any data related to the Website’s operations and Client should independently take appropriate steps to maintain such data in accordance with Client’s needs and requirements (even if the Website is developed through Rank.Vegas’s online store builder).
- Client will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the Content on the Website or otherwise utilized by Client in conjunction with the Services, including all descriptions of the products and services Client offers or sells to customers via the Website and/or Services. Client retains all rights, title and interest in and to all intellectual property rights embodied in the Content, exclusive of any content provided by Rank.Vegas. Notwithstanding anything contained in the foregoing, if Client breaches any of the covenants of this Agreement, Rank.Vegas is entitled to immediately suspend or terminate Services, the Website and/or any access to information or data related to Client’s account.
- Client acknowledges that when providing its services Rank.Vegas may provide Client with the ability to publish and distribute Client’s own or third party products, services or content, and Rank.Vegas and its Services are acting only as passive conduits for the distribution and/ or publishing of such products, services and/or Content. Rank.Vegas has no obligation to Client or any third party, and undertakes no responsibility, to review the Content to determine whether any such Content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Rank.Vegas believes in its sole discretion (as applicable) that the Content may create liability for Rank.Vegas, Client agrees that Rank.Vegas may take any actions with respect to the Content that Rank.Vegas believes are prudent or necessary to minimize or eliminate Rank.Vegas’s potential liability. Rank.Vegas shall, as applicable, be the sole judge of what Content or materials may create liability for Rank.Vegas.
- Moreover, Client covenants that any products, services, or Content published and distributed on the Website or otherwise in conjunction with the Services shall not violate the Rank.Vegas Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:
- be false, inaccurate or misleading;
- be fraudulent or involve the sale of counterfeit or stolen items;
- infringe or misappropriates any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
- be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
- be obscene or contain child pornography;
- contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- involve the transmission of any unsolicited commercial or bulk email (known as “spamming”) and Client shall not use its account or the Website as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
- involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
- be harmful or potentially harmful to the Rank.Vegas Server structure as determined in Rank.Vegas’s sole discretion, including without limitation overloading the Rank.Vegas technical infrastructure;
- involve subleasing Client’s account or offering “free space” on or other access to Client’s account or the Website to third parties;
- create liability for Rank.Vegas and its subcontractors or expose them to undue risk or otherwise engage in activities that Rank.Vegas, in its sole discretion, determines to be harmful to Rank.Vegas’s affiliates, operations, reputation, or goodwill; and/or
- link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.
- Except as otherwise stated in the Agreement, Customer is to be considered the owner of all Customer Content. During the period that Rank.Vegas provides Services to you pursuant to this Agreement, you hereby grant to Rank.Vegas and its subcontractors a limited, non-exclusive, royalty-free, worldwide license to copy, reproduce, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit the Website and the Content solely for the purpose of rendering the Services hereunder.
- In the event that Customer posts Content or allows its users to upload Content onto a Website, Customer agrees to designate a copyright agent under the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C 512(c)(3) for further detail). In the event that a copyright holder contacts Rank.Vegas’s copyright agent under the DMCA, Customer acknowledges and agrees that Rank.Vegas may take all necessary action as required under the DMCA in its sole discretion, including removing Content from Customer’s website.
- Except as expressly allowed under this Agreement, you will not, either directly or through a third party, transfer your interest in and to the Website to any third party without the express written consent of Rank.Vegas.
8. Reservation of Rights.
- Without limiting other remedies or any of its other rights set forth herein, Rank.Vegas reserves the right to revoke any and all licenses granted hereunder, revoke access to the Services, or to otherwise limit, deny, terminate, or suspend, in whole or in part, any and all Services without notice if (i) Customer fails to pay any fees owed under this Agreement when due, or (ii) in Rank.Vegas’s sole discretion, the Services are used, or to be used, in a manner that is improper, illegal, in contravention of any of the representations or warranties made by Customer herein, or would otherwise amount to a breach of this Agreement or the documents it incorporates by reference. In the event of such termination or suspension, Customer agrees that the unused portion of any fees Customer may have paid for Services are an appropriate recompense to Rank.Vegas for the time required to respond to and address issues created by Customer’s illegal or improper actions, and Customer agrees not to seek recovery of those fees, however Customer acknowledges and agrees that this will not constitute a waiver by Rank.Vegas of any other available remedies nor will it be considered satisfaction of the matter or any related claims that Rank.Vegas may have against Customer.
- Rank.Vegas further reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL, or any Content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Rank.Vegas deems, in its sole discretion, to be improper, illegal, in contravention of any of the representations or warranties made by Customer herein, or otherwise in breach of this Agreement, and where necessary Rank.Vegas will also actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer as well as any Services, Websites, domain names, URL’s, Content and those persons that may have accessed any of the foregoing. Notwithstanding the foregoing, Customer acknowledges and agrees that Rank.Vegas shall have no obligation to review any Content.
- For any Services involving a domain name or Website, for any such domain name or pages of the Website that do not resolve on the Internet, Rank.Vegas reserves the right to point and/or redirect the domain name and/or pages to a page that may be modified at any time by Rank.Vegas without prior notice to you and that may include such things as, without limitation (i) links to additional products and services offered by Rank.Vegas, (ii) advertisements for products and services offered by third-parties, and/or (iii) an Internet search engine interface. If you do not wish to have the related domain name and/or web pages point to such a page, please provide notice to Rank.Vegas in accordance with this Agreement (i.e., “opt out”).
9. Customer Collection and Use of Visitor Data.
- As between Rank.Vegas and you, you shall own any data disclosed by or collected about an individual that accesses your Website to browse or shop (“Visitor Data”). Rank.Vegas’s use of such data is described in the Rank.Vegas Privacy Policy located at www.Rank.Vegas, which is incorporated herein by reference and as it may be amended from time to time. Rank.Vegas shall collect, store and process Visitor Data on computers located in the United States that are protected by physical as well as technological security devices. If you object to Visitor Data or your Data being collected, stored or processed in this way, you agree not to use any Rank.Vegas Services.
- You shall maintain all Customer Data that is collected by or disclosed to you in trust and confidence and use and disclose such information solely in accordance with your privacy policy. You must post, maintain and adhere to your privacy policy that informs your Website customers what Visitor Data is collected, how it is used, the effective date of your privacy policy and how customers of your Website can learn of changes to your privacy policy. You shall include a hyperlink to your privacy policy on the home page of your Website and on all pages where you collect Visitor Data. In addition, you must prominently include within your posted privacy policy a statement notifying your customers that your Website is hosted by Rank.Vegas and that Rank.Vegas has access to aggregated information about customers of your Website in order for Rank.Vegas to analyze performance and make improvements to Rank.Vegas products.
10. Term and Termination.
- Client may terminate this Agreement at any time by giving Rank.Vegas notice at least seven (7) days prior to the next Billing Date in accordance with Section 11 below.
- Without limiting any other provisions of this Agreement, Rank.Vegas may immediately terminate this Agreement at any time for convenience by giving Client notice in accordance with this Agreement. In addition to its other rights contained in this Agreement as they apply to termination, and without limiting those rights in any manner, Rank.Vegas may immediately terminate this Agreement, limit Client’s activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Client’s account or the Services, in whole or in part, and/or refuse to provide some or all of the Services functionality to Client, without notice, if in Rank.Vegas’s sole discretion: (i) Client fails to pay any fees in accordance with this Agreement; (ii) Client breaches the covenants of this Agreement; (iii) Client breaches this Agreement or the documents it incorporates by reference in any other manner; (iv) Rank.Vegas is unable to verify or authenticate any information Client provided to Rank.Vegas; or (v) Rank.Vegas believes that Client’s actions may cause financial loss or legal liability for Client or Rank.Vegas.
- In the event of termination of this Agreement for any reason, the licenses granted under this Agreement shall automatically and immediately cease and Client shall destroy all copies of the Services in its possession. Following termination the Client will have no right to use or access the Services. Upon termination, there will be no refund provided to Client and all outstanding fees owed by Client shall become immediately due and payable. In its discretion, Rank.Vegas may permit a Client to recover data from the Services following termination after payment of additional fees. Additionally, if applicable, within thirty (30) days of termination of this Agreement Client must move the Domain Name from any Rank.Vegas Servers. Termination shall not affect the rights of Rank.Vegas to recover from Client losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Agreement.
11. Notice.
- Notice to Customer hereunder shall be deemed effective when (i) delivered orally, by calling Client’s representative or by leaving a voicemail for Client’s representative at the telephone number in Client’s profile, (ii) sent via e-mail to the contact e-mail address in Client’s profile; (iii) sent via fax, to the Customer fax number in Client’s profile; (iv) sent by regular mail, certified mail with return receipt requested, or by Federal Express or other recognized overnight delivery service to the Customer mailing address in Customer’s profile or (v) posted on https://rank.vegas/terms-of-service and/or any of the applicable pages linked thereto, as updated from time to time. Client may give notice to Rank.Vegas by certified mail with return receipt requested to the following address:
Rank.Vegas
5870 S Decatur Blvd Unit 6
Las Vegas, NV 89118
Attn: Legal Department
All mail notices shall be effective upon receipt, email and fax notices shall be effective upon transmission and all Website notices shall be immediately effective upon posting on the Website and/or any of the applicable pages linked thereto.
By providing your contact information to Rank.Vegas or otherwise entering such information in the Client profile, you agree that Rank.Vegas may use the information you have provided to contact you via email, postal mail, telephone or fax in any format or manner. Rank.Vegas may, but shall have no obligation to, send a single notice by various means of delivery (i.e., fax, email, certified mail or express mail). In no event shall Rank.Vegas be liable to you for choosing to send notice to one address, or by one means of delivery, and not others.
- Notwithstanding the foregoing, Client must give notice of termination by calling Rank.Vegas at the following number: 1-702-672-2373.
12. Indemnification.
- Customer hereby agrees to indemnify, defend, and hold harmless Rank.Vegas and each of Rank.Vegas’s officers, directors, employees, agents, and affiliates, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys, accountants and expert witness fees), of whatsoever kind and nature, that are imposed on or incurred by Rank.Vegas as a consequence of or in connection with: (i) any breach of this Agreement by Customer, (ii) any breach or violation by Customer of any other Rank.Vegas term, condition, rule, agreement or policy, (iii) any representation or warranty by Customer that proves to be untrue or inaccurate in any way, (iv) any failure by Customer to perform in accordance with this Agreement, (v) Customer’s use of the Services, or (vi) the Website, Content and/or URL’s. Rank.Vegas and the other indemnified parties’ rights hereunder shall not be limited or offset by any contributory negligence by Rank.Vegas or any other such indemnified party.
- Customer agrees to give prompt written notice to Rank.Vegas upon the receipt of notice of any claim by a third party against Customer which might give rise to a claim against Rank.Vegas, stating the nature and the basis of such claim and, if ascertainable, the amount thereof.
13. No Guarantee of Results.
Client acknowledges that Rank.Vegas does not guarantee, imply, or predict any type of profit or response from the Services. The Services may be subject to interruptions, loss of data, deletion of data and conditions that prevent the proper operation of the Services resulting from conditions of events outside the reasonable control of Rank.Vegas and for which Rank.Vegas will bear no responsibility. Client irrevocably covenants, promises and agrees to indemnify Rank.Vegas and its assigns and to hold them harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature that they may sustain or to which they may become subject arising out of or relating in any way to the use of the Services, including, without limitation, in each case attorneys’ fees, costs and expenses actually incurred in defending against any such claims or enforcing the prerogatives of Rank.Vegas under this Agreement. Rank.Vegas does not guarantee search engine rankings. Many factors take place to rank in search engines and you are bound to the terms and conditions by each search engine approprietly.
13. Warranty Disclaimer.
YOU AGKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK, AND THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Rank.Vegas, ITS SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHERMORE, Rank.Vegas DOES NOT WARRANT THAT THE SERVICES AND/OR ANY INFORMATION OBTAINED THEREBY SHALL BE COMPLETE, ACCURATE, UNINTERRUPTED, SECURE OR ERROR FREE. Rank.Vegas FURTHER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, NOR DOES Rank.Vegas MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
14. LIMITATION OF LIABILITY.
- YOU ACKNOWLEDGE AND AGREE THAT Rank.Vegas WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY OTHER PARTY FOR ANY (i) TERMINATION, SUSPENSION, LOSS, OR MODIFICATION OF YOUR SERVICE, (ii) USE OF OR INABILITY TO USE THE SERVICE, (iii) INTERRUPTION OF BUSINESS, (iv) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR A SERVICE (INCLUDING, WITHOUT LIMITATION, TO WEBSITES ACCESSED BY THE DOMAIN NAME REGISTERED IN YOUR NAME), (v) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, (vi) EVENTS BEYOND Rank.Vegas’S AND ITS SUBCONTRACTORS’ REASONABLE CONTROL, (vii) APPLICATION OF ANY APPLICABLE LAW, REGULATION OR Rank.Vegas POLICY (INCLUDING, WITHOUT LIMITATION, ANY RELEVANT DISPUTE POLICY OR ANY OTHER ICANN OR SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANIZATION ADOPTED POLICIES), (viii) DISBURSEMENT OR NON-DISBURSEMENT OF FUNDS BY PAYMENT PROCESSORS; (ix) TRANSACTIONS CONDUCTED ON A USER WEBSITE, INCLUDING FRAUDULENT TRANSACTIONS; (x) LOSS INCURRED IN CONNECTION WITH YOUR SERVICES, INCLUDING IN CONNECTION WITH E-COMMERCE TRANSACTIONS; (xi) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (xii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING YOUR SERVICES, OR (xiii) ANY OTHER MATTER RELATING TO YOUR USE OF THE SERVICES.
- ADDITIONALLY, Rank.Vegas WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, GOODWILL, DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES), WHETHER FORSEEABLE OR NOT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF Rank.Vegas HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS OR OMISSIONS BY Rank.Vegas, INCLUDING WITHOUT LIMITATION, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR TECHNICAL OPERATIONS.
- IN NO EVENT SHALL Rank.Vegas’S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES, BUT IN NO EVENT SHALL IT BE GREATER THAN FIVE HUNDRED DOLLARS ($500.00), AND YOU ACKNOWLEDGE AND AGREE THAT THIS WILL BE YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND OTHERWISE IN RELATION TO YOUR USE OF THE SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- YOU ALSO ACKNOWLEDGE AND AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION INITIALLY AROSE OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE PERMANENTELY BARRED.
- CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS CONTAINED IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Rank.Vegas WOULD NOT ENTER INTO THIS AGREEMENT OR PROVIDE SERVICES HEREUNDER. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
- Rank.Vegas SHALL ALSO HAVE NO LIABILITY FOR ANY CONTENT PROVIDED BY CUSTOMER THAT INFRINGES OR VIOLATES ANY RIGHTS OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, RIGHTS OF PUBLICITY, RIGHTS OF PRIVACY, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS, AND/OR LICENSES. Rank.Vegas DISCLAIMS ANY RESPONSIBILITY FOR ANY CONTENT, GOODS, AND SERVICES SOLD BY CUSTOMER OR OTHERWISE AVAILABLE THROUGH THE WEBSITE, OR THE QUALITY OR ACCURACY OF ANY INFORMATION ON THE WEBSITE. Rank.Vegas WILL NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THE WEBSITE, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PURCHASERS OF PRODUCTS OR SERVICES OFFERED THROUGH OR RESULTING FROM THE SERVICES OR USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ALL SALES OF GOODS OR SERVICES, CREDIT CARD TRANSACTIONS, BANKING OR SECURITIES TRANSACTIONS, OR ANY BUSINESS, SERVICE OR MERCHANDISE AGREEMENTS.
15. General.
- Governing Law and Venue. This Agreement shall be governed by the laws of the United States of America and the State of Florida, without regard to conflict of laws principles, as if the Agreement was a contract wholly entered into and wholly performed within Duval County in the State of Florida. Customer agrees that any judicial proceeding relating to or arising out of this Agreement or the Services shall be instituted only in a federal or state court of competent jurisdiction in Duval County in the State of Florida, and Customer consents to the personal jurisdiction of such court and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non conveniens or to otherwise seek a change of venue. Customer also agrees to waive the right to trial by jury in any action that takes place relating to or arising out of this Agreement or the Services.
- Legal Compliance. Client shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding its use of the Services.
- Agency & Partnerships. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Rank.Vegas. Neither Party will have the right or 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 express or implied, or to bind the other Party or its affiliates in any respect whatsoever.
- Entire Agreement. This Agreement, as well as any additional Rank.Vegas terms and conditions, rules, policies, and service agreements, together with all modifications thereto, constitute the entire agreement between you and Rank.Vegas concerning your use of the Services and any other subject matter related to this Agreement, and supersedes and governs all prior proposals, agreements or other communications between you and Rank.Vegas (including, but not limited to, any prior versions of this Agreement). Customer may not waive, modify or supplement this Agreement, in whole or in part, except for written permission or amendment by Rank.Vegas. Rank.Vegas reserves the right to unilaterally modify and revise the Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 11 above (Notice), and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the Agreement.
- Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this Section shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Rank.Vegas may immediately terminate this Agreement and shall have no liability therefore.
- Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of Rank.Vegas. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Rank.Vegas may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without notice to or consent of the Customer. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
- No Third Party Beneficiary. You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than you, any interests, rights, remedies or other benefits conveyed to you herein.
- Severability; Waiver. Any failure by Rank.Vegas to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Rank.Vegas will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of Rank.Vegas as reflected in the original provision. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
- Headings and Interpretation. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Also, in all references herein to any parties, persons, entities or corporations, the use of any particular gender, or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require. When used in this Agreement, the term “including” means “including without limitation,” unless expressly stated to the contrary.
- Survival. Section 1 (Services), Section 2 (Payment & Fees) with respect to any outstanding fees owed for the Services, Section 3 (Ownership and License), Section 4 (Use and Ownership of Digital Images), Section 5 (Client Responsibilities), Section 6 (Client Representations and Warranties), Section 7 (Customer Website and Website Content), Section 8 (Reservation of Rights), Section 9 (Customer Collection and Use of Visitor Data), Section 10 (Termination and Suspension), Section 13 (Indemnification), Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), and Section 17 (General) shall survive any termination or expiration of this Agreement where necessary for Rank.Vegas to enforce its rights therein.
- Prohibited Transactions. Client warrants that Client is not, nor is Client acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”). In addition, Client is not, nor is Client acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Company under this Agreement, and at law and in equity, Client’s breach of this section shall result in immediate termination of the Agreement and forfeiture of any and all Services or amounts previously provided, paid and/or owed to Client under this Agreement.
- Miscellaneous. Each party hereto agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Services or this Agreement.
By replying to this email, agrees to the terms of this agreement on behalf of his or her organization or business.
CONTACT US
Rank.Vegas
5870 S Decatur Blvd Unit 6
Las Vegas, NV 89118
Email: sales@rank.vegas
Phone: (702) 672-2373
