- Acceptance of Terms
- Description of Service
- Electronic Delivery Policy
- Call Monitoring and Recording Privacy Statement
- Unacceptable Practices
- Intellectual Property Policy
- International Use
- Interstate Communications
- Website Construction Procedure
- Completion Timeframes
- Client Approval
- Scope of Work
- Website Change Requests Before and After Website Goes Live
- Changes To Content
- Changes To Submitted Text
- Enhancements to Website
- Expedited Services
- Additional Services
- Technical Support
- Customer Service
- Use and Storage
- Server Security Practices
- Design Time/Service Contract
- Web Hosting Agreement
- Domain Names
- Marketing Representations
- 90-Day Satisfaction Guarantee
- Billing Policy
- Billing Disputes
- Termination / Cancellation of Services
- Cancellation Effective Date
- Cancellation Fee & Refund Policy
- Account Transfer
- MRB Media Proprietary Rights
- Use of Client Information
- Third-Party Services
- Contract Service Providers
- Disclaimer of Warranties
- Limitation of Liability
- Tort Claims and Other Claims
- Contact MRB Media
- Severability; Waiver
- Electronic Signatures
- Affiliated Companies, Name Change, Assignment of Servicing
- General Information
1. Acceptance of Terms
This Terms of Service (TOS) agreement is between you (Client) and MRB Media, Inc. (doing business as, and hereafter referred to as, “MRB Media”), a California corporation (entity #C3449298), and its legal successors and assigns. MRB Media may do business under the names MRB Consultancy, MRB Host, MRB Photography, among others.
By accepting this Terms of Service (TOS) electronically or in writing, and/or by using MRB Media’s services, including but not limited to, submission of content to MRB Media’s design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client’s electronic acceptance of this TOS shall have the same force and effect as if Client had agreed to this TOS in writing.
MRB Media provides its services to Client subject to the following TOS, which may be updated from time-to-time without notice. Client should periodically review the most current version of the TOS at http://mrbmedia.org/legal. Failure to comply with the TOS may result in account termination. By using MRB Media’s services Client agrees to (and hereby signs) the most current version of the TOS. If Client does not expressly reject the TOS and cancel Client’s account within 5 days from the date of initial sale, Client agrees to (and hereby signs) the TOS and MRB Media is instructed to commence work on the Client’s website as if Client had expressly accepted the TOS.
Client’s acceptance of the TOS is binding upon all MRB Media services including the purchase of additional services or additional websites or accounts at a later date.
Client is engaging the MRB Media, as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client’s web space on a web hosting service’s computer. The client hereby authorizes MRB Media to access this account, and authorizes the web hosting service to provide the MRB Media 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 MRB Media to publicize their completed website to Web search engines, as well as other Web directories and indexes.
3. Description of Service
MRB Media designs and hosts websites and provides other marketing services, including, but not limited to, support and modification of websites, e-commerce, flash, web-traffic reporting, database development, easy interface for updating the website, graphic design, search engine optimization, marketing research, marketing consultation email accounts and additional website-related services. Client understands that MRB Media’s services may include certain communications from MRB Media such as advertisements, notices, service announcements and newsletters. Client is solely responsible for obtaining access to MRB Media’s services that may involve 3rd party fees (including but not limited to, ISP, merchant accounts and gateways). Client is also solely responsible for all equipment and software necessary to access MRB Media’s services.
4. Electronic Delivery Policy
MRB Media is a website-related business and communicates with its Clients electronically. When Client accepts this TOS Client consents to receive electronically from MRB Media any notices, agreements, disclosures, or other communications (Notices). Client agrees that MRB Media may send electronic Notices in either of the following ways 1) To the email address provided to MRB Media at the time of sale or 2) to the new email address account Client set up through MRB Media. Client agrees to check the designated email addresses regularly for Notices. Notice from MRB Media is effective when sent by MRB Media, regardless of whether the Notice is read or received by Client.
6. Call Monitoring and Recording Privacy Statement
As part of MRB Media’s commitment to providing the best possible service MRB Media may monitor and record phone calls answered by MRB Media and made by MRB Media. MRB Media may also archive recorded voice mail messages. MRB Media records calls for training purposes, to improve customer service, and to ensure an accurate record of Client calls, which may be needed to support transactions that take place over the phone. This allows MRB Media to identify how MRB Media can better serve its customers.
7. Unacceptable Practices
As MRB Media strives to offer the very best service there are certain guidelines and policies that must govern MRB Media’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of MRB Media’s services. Such decisions are at the sole discretion of MRB Media. Unacceptable practices include, but are not limited to:
- Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
- Sexually oriented products or services (e.g. escort services), or other sexually oriented material
- Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)
- Fetish websites
- Lingerie websites
- Offensive or otherwise distasteful material
- Content or language that is harmful to minors in any way
- Bulk emailing tools
- Distribution of internet viruses or other harmful or destructive activities
- Hacking and cracking
- Scams or phishing for personal information
- Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at MRB Media’s discretion)
- Gambling, gaming, lotteries, and like activities
- Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
- Defamatory, hateful or revenge content or language.
- Aids to pass drug tests or aids to pass lie detector tests.
- Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
- MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
- Reverse Funnel Systems
- Cash Gifting
- Illegal drugs or drug paraphernalia
- Prescription drugs and related content
- Alcohol sales
- Tobacco sales
- Miracle cures
- Fake documents
- Fireworks, pyrotechnics, firearms, explosives or weapons.
- Intentional or unintentional violations of any applicable local, state, national or international law.
- Reselling of email accounts or hosting accounts to third parties.
- Reselling of any MRB Media services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.
- Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
- Links to other sites that are in violation of MRB Media’ policies and guidelines
- Other activities, whether lawful or unlawful, that MRB Media deems to be in poor taste or that reflect adversely on MRB Media or MRB Media’s other clients
- MRB Media reserves the right to refuse to design or host an account at its sole discretion at anytime.
As an MRB Media Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s website is the sole responsibility of the Client. Client is fully responsible for all website content and agrees to hold MRB Media harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. MRB Media retains the right to terminate any accounts that are in violation with the letter or spirit of this TOS. MRB Media may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by MRB Media for a TOS violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy. (See Termination)
As an MRB Media Client you may have access to editing tools for your website. Client may edit, add or delete content to the website at anytime. With this understanding MRB Media may or may not pre-screen content. MRB Media shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by MRB Media or not, including any reliance upon accuracy, usefulness or completeness.
Client acknowledges that MRB Media may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of MRB Media and the public.
8. Intellectual Property Policy
MRB Media respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. MRB Media may terminate accounts for copyright or trademark infringement, or for any other reason MRB Media deems appropriate as it may relate to Client’s use of another’s intellectual property. If you believe your work has been copied and is accessible on an MRB Media’s website please contact email@example.com to file a complaint.
MRB Media will not use copyrighted or trademarked materials on any Client’s website without the express written consent of the copyright or trademark owner. It is Client’s responsibility to ensure that all content submitted to MRB Media is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client’s website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client’s website. (See Unacceptable Practices).
Client content that is sent to MRB Media will remain the intellectual property of the Client. MRB Media does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. MRB Media will attempt to honor requests to return original content; however, MRB Media has no liability and does not guarantee the return of any content to Client. Any and all expenses associated with returning content to Client will be billed to Client and payable immediately.
Domain names purchased by MRB Media and website designs, databases, stores, or programs created by MRB Media are the property of MRB Media until Client has paid all fees including one full year of monthly hosting. (See Domain Names Purchase/Hosting Agreement)
9. International Use
Recognizing the global nature of the Internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data.
10. Interstate Communications
Client acknowledges that by using MRB Media’s services Client will be causing communications to be sent through MRB Media’s computer networks, which may be located throughout the United States and abroad. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of MRB Media’s services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection, processing and transborder transfer of such personal information as Client may provide or make available to MRB Media.
11. Website Construction Procedure
With help and input from the Client, MRB Media will develop the website. Before work may begin on a website, the Client must electronically accept these Terms of Service and fill out the applicable MRB Media Design Questionnaire(s). Client may submit content to MRB Media by e-mail or through the MRB Media Customer Account Portal.
In submitting content, links to sample sites the Client likes are for general information purposes only and assist MRB Media with the design of the Client’s custom website. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail are specifically included and itemized in MRB Media’s invoice and/or Database Specifications Summaries and do not infringe upon the intellectual property rights of others.
If the client has not submitted complete text and graphics content within two months of sale, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised.
MRB Media will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the website. Client will be notified by email when the website is live.
12. Completion Timeframes
Client understands, agrees and acknowledges that MRB Media does not guarantee a time frame for completion of ANY website. This is in part because it is difficult to complete a website without design approvals and participation from the Client. In addition, if the Client continues to submit additional content throughout the development process, or requests additional modifications to the site design, the completion time frame is increased. Other factors that may influence the completion date of a website include, but are not limited to, complexity of Client’s project(s), availability of MRB Media personnel, accounting status of Client’s account, etc.
If Client does not respond to MRB Media communications and, as a result, MRB Media is not able to start or complete the website, Client is still responsible for all fees incurred including, but not limited to, design purchase price, set-up fees, enhancements purchased and hosting charges that begin accruing from date of sale. If Client’s website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.
13. Client Approval
MRB Media shall contact Client to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Web site. MRB Media shall inform Client promptly upon the discovery of any event or problem that may delay the development of the work significantly.
Client is responsible for testing the functionality of the website upon MRB Media’s request for approval, and notification that the website has been completed. This includes, but is not limited to, functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc.
Client website may be posted live as soon as the website design is completed by MRB Media. Additional features, such as custom database programming, flash programming, etc., will be added to the site as they are completed
The Client understands and agrees that if the Client does not respond within 5 business days to MRB Media’s request for approval and notification that the website has been completed and taken live, the website along with the functionality of the website and services rendered, will be deemed to be approved by the Client and Client agrees services have been rendered and the functionality of the website has been tested and approved by the Client.
The Client understands and agrees that if the Client does not respond to requests for missing information a final notification will be sent to the Client. If the Client does not respond within 5 business days to MRB Media’s notification or requests for missing information, the website, along with the functionality of the website and the services rendered, will be deemed to be approved by the Client, and the website will be taken live with the missing information “as-is” or “under construction”.
In the event that MRB Media completes all of the work per the original sale and database write ups, MRB Media reserves the right to move the site live and deem the work to be completed without Client’s permission if Client fails to give approval of the work.
14. Scope of Work
Client understands that the website purchase and development includes a specific number of design concepts, design revisions, pages, features and/or functionality. The Client invoice and/or Database Specifications Summary lists the specific features, functionality and number of pages purchased. The website only includes those items purchased. If the Client desires additional features, functionality or pages client may request a price quote to purchase as additional enhancements to the website. Additional work requested by the Client outside of the scope of work purchased may be charged at an hourly rate, as specific enhancements or as a combination of these.
15. Website Change Requests Before and After Website Goes Live
MRB Media agrees to build a website and/or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live, or after the site has gone live, will be billed at MRB Media’s standard hourly rate. MRB Media is not obligated to complete Client requests or changes outside of the scope of work on the original invoice. If MRB Media does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due.
16. Changes To Content
Some enhancements such as, but not limited to, flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and MRB Media will proceed with the development as outlined. Once work has begun on enhancements purchased by the Client there is No Refund if cancelled. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a Client cancels an enhancement the original sale is not cancelled.
The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. Client input during the design process is critical. MRB Media understands, however, that Clients may unknowingly request significant changes to pages that have already been built to the Client’s specifications. Please note that this agreement does not include a provision for ”significant page modifications” or creation of additional pages in excess of our agreed maximum. If significant page modification is requested after a page has been built to the Client’s specification, it must be counted as an additional page. Some examples of significant page modifications may include, but are not limited to:
- Developing a new table or layer structure to accommodate a substantial redesign
- Replacing more than fifty percent of the text or images on any given page.
- Creating a new navigation structure or changing link graphics.
17. Changes To Submitted Text
Text submitted to MRB Media by client is considered to be the final text. Time required to make substantive changes to client submitted text after the web pages have been constructed will be additional, billed at MRB Media’s standard hourly rate.
MRB Media does not guarantee a time frame for completion of ANY custom database or custom programming completed by MRB Media or an MRB Media Partner. If database is completed by MRB Media a custom “Database Specifications Summary” may be presented to the Client. MRB Media agrees to complete the database design according to the specifications outlined. If the Client does not object or respond to the Database Specifications Summary in writing within 5 business days it will be deemed to be accepted by the Client and MRB Media may proceed with development of the custom database as outlined. A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.
If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module, changes are to be billed to Client at MRB Media’s standard hourly rate. There is no guarantee that changes made by MRB Media to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled.
Client is responsible for testing the functionality of the website upon MRB Media’s request for approval and notification that the website has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.
MRB Media will instruct Client as to the use of the custom database and the inputting of data related to such database. However, data entry is the sole responsibility of the Client. If the Client requests MRB Media to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at MRB Media’s standard data entry rates.
Client will be provided with instructions to input products into the store. If Client requests MRB Media to enter products into the store on Client’s behalf, the Client will be charged, and agrees to pay, for each product added to the store at MRB Media’s standard product-entry rates. Client is required to submit store content to MRB Media via MRB Media’s content spreadsheet. The e-commerce store module is pre-built and any changes to the look or functionality of the pre-built store require custom programming. The Client will be billed at MRB Media’s standard hourly rate for requested changes. (See Database/Programming)
Client is responsible for testing the functionality of the e-commerce store upon MRB Media’s request for approval and notification that the website has been completed. This includes but is not limited to testing the payment functionality. MRB Media is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.
20. Enhancements to Website
Client may purchase enhancements to the website at the time of initial sale or anytime thereafter. Enhancements to the website may include, but are not limited to, custom programming, database, flash, e-commerce, logos, galleries, rollovers, etc. Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request. The web hosting fee will be adjusted according to the enhancements requested or the hosting package selected by Client.
21. Expedited Services
While MRB Media does not guarantee a time frame for the completion of any custom website, it may offer an optional expedited service to Client for a fee. Expedited service is not available for all accounts and all requests for expedited service must be approved by MRB Media at its sole discretion. Client understands and agrees that Client’s use of expedited service does not guarantee that Client’s website including its corresponding design, enhancements, databases, e-commerce stores, flash, etc, will be completed more quickly than they would be without the use of the expedited service. The expedited service fee only ensures that MRB Media will make reasonable efforts to more quickly assign designers and programmers to the account in an effort to facilitate development than would be the case under the ordinary developmental process.
The successful use of expedited service is contingent upon Client’s timely acceptance of the Terms of Service, payment of any and all fees due, submission of content through the online web center and acceptance of any project specification documents prepared by MRB Media and Client’s timely cooperation with MRB Media in any solicitation for information related to the website’s development.
If expedited service is offered to Client by MRB Media, Client may be presented with an estimated date of completion. Client understands and agrees that such estimated dates of completion are estimates only and may apply only to one particular element of the website, i.e. database, flash, e-commerce, design, and not necessarily to multiple elements of the website or to the website collectively. Under no circumstances will MRB Media guarantee the respective portion or portions of the website subject to the estimated date of completion to be completed sooner than the estimated date of completion. Should circumstances arise that make it impossible to complete the portion or portions of the website that are subject to the estimated date of completion by the estimated date of completion, including but not limited to Client failure to provide MRB Media with requested information in a timely manner, MRB Media reserves the right to change the estimated date of completion accordingly or to cancel the expedited services and refund a portion of the expedited service fee to Client. In no case shall the portion of the expedited service fee to be refunded be greater than fifty percent (50%) of the expedited service fee. Regardless of whether work is completed by the estimated date of completion, Client remains liable to MRB Media for any and all other charges related to the website’s development.
22. Additional Services
Client may purchase at an additional monthly cost additional services offered by MRB Media. Additional monthly services may include, but are not limited to, search engine optimization (SEO), marketing, pay-per-click (PPC) advertising, website monitoring, website maintenance, etc. Additional monthly services include a monthly fee that is incurred and billed every month beginning from the date of purchase of the additional service. MRB Media will Not Refund any fees incurred for additional services or paid by the Client prior to the cancellation effective date for the additional service. Any fees invoiced and incurred are valid and Client agrees to pay. Additional services purchased may be cancelled with 30 days written notice.
23. Technical Support
MRB Media’s technical support department should be contacted at firstname.lastname@example.org for any concerns with Client email accounts or any problems with hosting or functionality of the website after the website is live. MRB Media provides technical support for email and down timeissues that are caused by MRB Media. Technical support is available for a fee per occurrence and at an hourly rate for all other technical support issues. Client agrees to pay for technical support services requested by Client at MRB Media’s hourly rate and that MRB Media may charge Client’s account for such technical support fees.
If Client uses MRB Media’s technical support services, including but not limited to screen share sessions, Client acknowledges and understands that MRB Media does not warranty that technical support services will meet Client’s requirements or be error free. (See Disclaimer of Warranties and Limitation of Liabilities.)
24. Customer Service
MRB Media strives to offer the best service available. Customer service complaints or concerns should be emailed to email@example.com
25. Use and Storage
Client acknowledges that MRB Media may establish general guidelines and limits concerning use of MRB Media’s services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on MRB Media’s servers on Client’s behalf. , Client acknowledges that MRB Media is not responsible for backing up Client’s website and data. Client should seek appropriate backup solutions. Changes made by Client using the editing tool or by MRB Media may be lost if data loss occurs after a scheduled backup by MRB Media.
26. Server Security Practices
MRB Media utilizes security practices that comply with standards set by the Payment Card Industry (PCI) in maintaining its servers. MRB Media will not modify its shared-hosting server settings and configurations to Client’s individual preferences. MRB Media routinely scans its servers to ensure compliance with good security practices. Unauthorized security scanning and penetration testing of shared-hosting servers by the Client is strictly prohibited.
MRB Media at its sole discretion may allow or perform server administration and or customization to client accounts that are hosted on a virtual private server (VPS) or a private server. Such server customization and administration is subject to MRB Media standard hourly rates and Client agrees to pay for any and all such customizations requested.
If Client uses its website to collect, store, display, process or otherwise use sensitive or confidential information including but not limited to credit card information, social security numbers, credit or financial information, medical or health care related records, insurance records, sales records, personal information, etc, then MRB Media at its sole discretion may require Client to utilize certain services to improve the security of Client’s website. Such services may include security certificates, hosting Client’s site on a Virtual Private Server (VPS) or on a private server, and using programming that encrypts the sensitive or confidential information used by Client’s website. Client understands and acknowledges that there may be costs associated with these services and agrees to pay for said services if use by Client. MRB Media reserves the right to terminate Client accounts that refuse to meet MRB Media’s security requirements for Client’s website.
27. Design Time/Service Contract
Client may wish to make changes or updates to the live website that MRB Media is hosting. Most changes can be made using MRB Media’s online editors. The online editors may not be available for all websites, or all pages of a website. Availability of the online editors is dependent upon the functionality and specifications required for the Client’s website. If Client desires for MRB Media to make changes to website, design time may be purchased at an hourly rate or in blocks of design time as a Website Maintenance Agreement.
MRB Media is not responsible for any changes Client makes to website, or if Client breaks the website. Time required by MRB Media to repair changes made by Client will be billed to Client at MRB Media’s standard hourly rate or MRB Media may utilize design time that has been purchased by the Client.
Flash updates and PHP updates are considered enhancements or additional services purchased, and are not design updates to the website. The appropriate fee will be charged for the purchase of each enhancement. Design Service Contract time may not be used for Flash updates or PHP updates purchased by the Client. Flash and PHP Service Contracts may also be available for purchase.
28. Web Hosting Agreement
The client understands that any merchant account services require a separate contract with a merchant account provider. Prices for Merchant Accounts, SSL Certificates, and shopping cart development and set up are not reflected in this contract.
29. Domain Names
Client is responsible for the purchase and renewal of domain names and will be billed directly by domain name provider for annual renewal fees. Client agrees to pay MRB Media for domain names purchased and/or renewed by MRB Media on Client’s behalf.
Domain names purchased by MRB Media on Client’s behalf and website designs, databases, stores, or programs created by MRB Media are the property of MRB Media until Client has paid all fees including one full year of hosting. Sham purchases of sites may not be transacted with the intent and/or result of having a site built, then transferring the site to another hosting provider. Clients may buy-out their one year hosting in advance if they wish to transfer the domain name and content to Client’s control prior to one year hosting. MRB Media expressly reserves the right to retain a copy of any website designs, databases, stores, flash, programs, writings, or any other work created for Client for evidentiary purposes.
Upon transfer of domain and/or website to Client or another service provider, at anytime, Client agrees that MRB Media has met in full its obligation to Client, and MRB Media is released of all past and future obligations to the Client. Additional work and/or hosting done for Client must be agreed to in writing and paid for by Client. MRB Media reserves the right to transfer domain name(s) to Client at anytime. Upon receipt of any legal action or intellectual property disputes MRB Media may transfer domain name to Client at anytime.
Domain names are purchased through a third party service on Client’s behalf. MRB Media cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase MRB Media will assist the Client in selecting and purchasing an alternate domain name.
If Client ceases to pay monthly hosting or other fees due ownership of any domain names purchased by MRB Media on Client’s behalf or controlled by MRB Media are transferred to MRB Media. MRB Media may allow domain name to expire, may renew domain name and remain the owner, or MRB Media may sell the domain name at its sole discretion and for MRB Media’s sole benefit.
30. Marketing Representations
MRB Media makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to MRB Media are due at time of sale of website design and hosting services and are not contingent upon Client’s marketing of said website. Client is responsible for all marketing of Client’s website. MRB Media is not responsible for marketing of Client’s website including search engine rankings. Ultimately the success or failure of the Client’s website is the responsibility of the Client.
31. 90-Day Satisfaction Guarantee
MRB Media provides a 90-day satisfaction guarantee. MRB Media will continue to change and modify the Client’s website to Client’s liking, within 90 days from the date of sale or until the website is taken live, whichever comes first, at no additional cost, provided that said revisions are part of the original sale and are not enhancements to the original sale. This guarantee includes minor web page maintenance to regular web pages (not store product pages), 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 the MRB Media attempts updating the client’s pages and causes damage to the page or any part of the site, time to repair web pages will be assessed at the standard hourly rate, and is not included as part of the satisfaction guarantee.
All projects will be considered completed after 90 days if they are advertised or not. Time required to complete a project to the original design specifications will be assessed at the standard hourly rate
Major changes to the website, as determined at the sole discretion of MRB Media, will be billed to the Client at MRB Media’s standard hourly rate over and above the initial design fee paid. MRB Media does not guarantee that the website designed will be exactly what the Client has envisioned. MRB Media’s best effort will be given for the 90-day satisfaction guarantee but MRB Media is not obligated to complete multiple redesigns or modifications. While MRB Media may agree to make requested changes and to bill the Client’s design time or bill the Client directly, MRB Media is not obligated to complete Client requests or changes outside of the 90-day satisfaction period. If MRB Media does not agree to Client requests or changes, Client agrees and is still obligated to pay all fees incurred and due.
32. Billing Policy
Full payment is due upon sale. Funds will be held subject to our Cancellation Fee & Refund Policy. Any enhancements or additional services rendered are due any payable within 30 days of the date service is rendered.
Installment payments may be accepted only if agreed upon in writing per the original invoice.
Annual hosting is billed and due 30 days from the date of the original sale. The Client hereby requests that Phi 9, LLC, the authorized web hosting provider of MRB Media, renew and bill annual hosting fees every year thereafter, unless the Client cancels in writing after 1 year of hosting fees have been paid.
Monthly hosting amounts may vary depending upon the hosting package selected by Client.
MRB Media reserves the right to change prices at any time including hosting amounts and hourly design fees. All prices are in U.S. Dollars (USD), unless otherwise indicated, without regard to fluctuations in foreign exchange rates.
MRB Media accepts payment via Visa, Mastercard, American Express, Paypal, Moneybookers and Business Check (checks issued by banks in the United States only). Upon Client’s authorization of payment to MRB Media via credit card, or EFT debit payment, Client thereby authorizes all recurring hosting and/or additional services fees to be charged to the same method of payment, credit card or EFT account for future charges until such authorization is withdrawn by Client in writing by postal mail.
Providing a credit card to MRB Media over the phone or entering one on MRB Media’s billing system shall be considered authorization to charge said credit card for any and all account related charges until such time as authorization is withdrawn by Client in writing by postal mail. Client acknowledges that MRB Media may request a credit card to be authorized to the account to secure payment even if client prefers to pay by check. Client further authorizes MRB Media to charge said credit card for any and all overdue payments if MRB Media fails to receive payment by other means.
The Client may change payment methods including credit card and EFT debit payments with 30 days notice. To change payment methods Client should contact MRB Media’s billing department. Client should not email new billing information for security purposes.
MRB Media reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.
33. Billing Disputes
MRB Media charges up to a $25 fee for returned checks. If MRB Media does not receive payment in full when due, MRB Media may, to the extent permitted by the law of the state of California, charge a late fee of up to 5% per month or a flat fee of $5 per month, whichever is greater, on any unpaid balance.
MRB Media may, to the extent permitted by the law of the state of California at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to MRB Media for collecting from Client.
MRB Media does not agree to, and will not honor, any limiting notations made by a Client on a check.
If Client wishes to dispute a charge, Client must first contact MRB Media’s billing department and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact MRB Media, Client must send the request in writing to:
Attn: Billing Department, MRB Media, PO Box 138, Chula Vista, CA 91912
Requests may be emailed to firstname.lastname@example.org or faxed to +1 (619) 567-5070. If Client chooses to send request by e-mail or fax, a copy of the request must also be sent by physical mail as confirmation.
If Client initiates a credit card dispute, the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. In the event that Client initiates a credit card dispute, ceases paying hosting fees or other fees due, MRB Media, at its sole discretion, may suspend work on the website until the billing dispute has been resolved.
34. Termination / Cancellation of Services
MRB Media, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if MRB Media believes Client has violated the TOS.
MRB Media may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice.
Client agrees that any termination of access to MRB Media’s services under any provision of this TOS may be effected without prior notice and that MRB Media may deactivate or delete Client’s account and all related information files.
Client agrees that MRB Media shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded.
MRB Media may suspend or terminate accounts, and shut down website for accounts that become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to MRB Media.
Charges for monthly hosting will continue to incur for delinquent accounts until Client’s one year hosting obligation has been met even if account has been suspended or terminated.
MRB Media also reserves the right to discontinue the designing of Client’s website at any time, at MRB Media’s sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by MRB Media.
If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy. Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the website will be removed. A back-up copy of the website is not maintained by MRB Media.
Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the cancellation effective date, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client’s hosting account does not constitute termination of the account. Client must notify MRB Media in writing or via email to terminate the account services and avoid further monthly hosting charges. It is Client’s responsibility to secure confirmation from MRB Media that the request for termination has been received and no further hosting fees will be billed.
Requests for cancellation of website hosting services or additional services should be sent to the following address:
Attn: Billing Department, MRB Media, PO Box 138, Chula Vista, CA 91912
Requests may be emailed to email@example.com. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.
35. Cancellation Effective Date
Client may terminate hosting services with 30 days written notice. The effective date of cancellation is to be 30 days from the date of MRB Media’s receipt of written notice to cancel. Any monthly fees scheduled to bill after receipt of written notice to cancel but before the effective date of cancellation are valid and Client agrees to pay.
If Client has not paid all design, enhancement, hosting and additional services fees due, such fees are due in full at the time of cancellation and Client authorizes MRB Media to collect any outstanding fees due, subject to the Cancellation Fee and Refund Policy. Client understands any pending billing for design fee installments previously agreed to will not be cancelled.
36. Cancellation Fee & Refund Policy
Domains, SSL Certificates & Other Third-Party Products
These products and services are purchased on behalf of our customers as a convenience. As such, they are not refundable. A non-exhaustive list of these products and services include: domain names, SSL certificates (“trusts”), web design themes, web design scripts, web design plugins and other third party products and services.
Graphic Design, Logo Design, Video Editing and Web Development
Refunds of the fees paid for development of a website may be issued on accounts cancelled within 45 days of the initial sale and prior to the completion of the website according to the following schedule:
- A minimum of 50% cancellation fee will be retained by MRB Media on cancelled accounts, even if no work has been started and no content yet submitted by the Client.
- A minimum of a 75% cancellation fee will be retained by MRB Media on cancelled accounts if work has been presented to the Client; or MRB Media has made multiple attempts to work with the Client, and Client has not responded to those attempts.
- A 100% cancellation fee will be retained by MRB Media and NO REFUND issued if any changes and/or modifications requested by the Client have been completed by MRB Media. No Refund will be issued on any website cancelled after services have been rendered, including but not limited to, the design work having been completed and/or the website taken live.
- 100% cancellation fee will be retained and NO REFUND will be issued by MRB Media if Client cancels after 45 days from the initial sale.
MINIMUM CANCELLATION FEE – Client agrees that a minimum cancellation fee of 50% will be retained by MRB Media on all cancelled accounts even if no work has been started. The cancellation fee is charged to compensate MRB Media for up-front expenses and services rendered, including but not limited to, costs incurred for the purchase of domain name(s), for developing the website, securing service space, creating the temporary website or space saver, employee expenses, marketing and overhead costs.
ENHANCEMENT SALES – A 100% cancellation fee will be retained by MRB Media and NO REFUND will be issued once work has begun on any enhancements purchased, including, but not limited to, databases, programming, logos, flash, galleries, rollovers, e-commerce stores, security certificates, design time, domain names, etc. A minimum cancellation fee of 50% will be retained on cancelled expedited services. Client agrees that a minimum cancellation fee of 50% will be retained by MRB Media on all cancelled enhancement purchases if cancelled within 45 days of the enhancement sale and if work has not yet begun. NO REFUND will be issued by MRB Media if Client cancels after 45 days from the enhancement sale. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a Client cancels an enhancement the original sale is not cancelled.
Marketing, Search Engine Optimizations (“SEO”) and Other Consulting
- Marketing, Search Engine Optimization (“SEO”) and Consulting services are not eligible for a refund and NO REFUND will be issued.
- The only exception to this rule is if a client accidentally purchases the service more than one time for the same domain.
Web Hosting & Virtual Services
By accepting a refund in full or refund less cancellation fee, Client agrees that the matter is settled in full and releases MRB Media, its officers, owners, members, agents and employees of any and all contractual obligations and waives all claims of any nature, including legal action, against MRB Media’s its officers, owners, members, agents and employees.
37. Account Transfer
Requests for transferring the ownership of a website or hosting account from Client to a new owner must be completed in writing by both the current account owner and the new designated owner. The transfer is not valid until a signed request is received by MRB Media in writing which is to include payment authorization and new billing account information from the new owner, documentation of the ownership transfer (purchase agreement etc), documentation of copyright transfer, and acceptance of MRB Media’s TOS by the new owner.
38. MRB Media Proprietary Rights
Client acknowledges and agrees that MRB Media’s services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of MRB Media’s services.
39. Use of Client Information
Client herby gives permission to MRB Media to use samples or links to Client’s custom website designed by MRB Media for marketing and advertising purposes, including but not limited to, use in MRB Media’s online portfolio.
40. Third-Party Services
41. Contract Service Providers
MRB Media may contract with Contract Service Providers to complete a portion, or all of the Client’s custom website. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any MRB Media employee directly for services. All payments for services rendered must be made directly to MRB Media. Contract Service Providers are independent contractors and are required to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website and do not have access to Client’s personal information including payment information.
42. Disclaimer of Warranties
CLIENT’S USE OF MRB MEDIA’S SERVICES IS AT CLIENT’S OWN RISK. MRB MEDIA’S SERVICES ARE PROVIDED “AS IS”. MRB MEDIA DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. MRB MEDIA DISCLAIMS ANY WARRANTIES REGARDING MRB MEDIA’S SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. MRB MEDIA DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF MRB MEDIA’S SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. MRB MEDIA DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR WEBSITE. MRB Media DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH MRB MEDIA’S SERVICES, OR LINKS PROVIDED BY MRB MEDIA’S SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY MRB Media OR OBTAINED THROUGH LINKS PROVIDED THROUGH MRB MEDIA’S SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF MRB MEDIA’S SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.
43. Limitation of Liability
CLIENT UNDERSTANDS AND AGREES THAT MRB Media, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF MRB Media HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE MRB MEDIA’S SERVICES, RELIANCE ON MRB MEDIA’S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF MRB MEDIA’S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH MRB MEDIA’S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO MRB MEDIA’S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO MRB MEDIA’S SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
Without limiting the foregoing, under no circumstance shall MRB Media be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. MRB Media’s full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to MRB Media.
44. Tort Claims and Other Claims
Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against MRB Media, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against MRB Media in Client’s individual capacity and not as a member of a class.
Client agrees to defend, indemnify and hold harmless MRB Media, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through MRB Media’s services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by MRB Media or from Client’s breach or violation of the TOS, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless MRB Media, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email or facsimile, a copy of the request must also be sent by mail (to the address below) as confirmation of the request.
MRB Media, Inc
ATTN: Legal Department
PO Box 138
Chula Vista, CA 91912-0138
47. Contact MRB Media
Client may contact MRB Media at +1 (858) 926-5763 in the United States and +61 (02) 8999-4146 in Australia. Client may visit our website at www.mrbmedia.org at any time. Client may also email MRB Media at the following department email addresses:
|Technical Support & Emailfirstname.lastname@example.org|
|Billing Questions or Concernsemail@example.com|
|Termination of Servicesfirstname.lastname@example.org|
|Updates to Designemail@example.com|
48. Severability; Waiver
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by MRB Media to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.
This agreement shall be governed exclusively by the laws of the State of California, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of California. The parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in the State of California, County of San Diego, and the parties expressly consent to personal jurisdiction and venue therein and waive any objection based on forum non conveniens or otherwise. Should there be a breach of this provision, the non-breaching party shall be entitled to an award of attorney fees.
Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and MRB Media. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of MRB Media) as selected by MRB Media.
MRB Media may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.
52. Electronic Signatures
Selecting and submitting “accept” on the electronic copy of the TOS, submitting content through the online web center, making payment, or submitting information or documents to MRB Media so that MRB Media may perform services for the Client, the same shall constitute an electronic signature as defined by California’s Uniform Electronic Transactions Act.
53. Affiliated Companies, Name Change, Assignment of Servicing
MRB Media reserves the right to subcontract services or assign the ongoing servicing and/or hosting of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of MRB Media, Inc, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of MRB Media, Inc. and shall be automatically assigned to any successor entity of MRB Media, Inc. and shall continue in effect thereafter in accordance with its terms.
55. General Information
This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of MRB Media. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service.
Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of MRB Media’s services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.
This document was last updated: May 2, 2012