By using the XoomIM, LLC services, you agree to be bound by the following terms and conditions. XoomIM, LLC reserves the right to change the Terms and Conditions at any time without notice, and your continued work with XoomIM, LLC constitutes your consent to such changes.
DESCRIPTION OF SERVICES. XoomIM, LLC will provide an ongoing set of online services which may include web/landing page design and creation, content copy and editorial development, search engine optimization, website updates, email marketing, social media marketing, and/or other specific marketing services and solutions described in your customized Marketing Proposal.
WEBSITE DESIGN. We provide website samples and ideas for you to view before hiring us for your project so you can see our work and be completely comfortable working with us. If you have any questions or reservations, please contact us prior to making a payment for our services. Once a payment or deposit is made, it is non-refundable. If a project is canceled or postponed, all monies paid are retained by XoomIM, LLC and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.
LIMITATIONS OF SCOPE. XoomIM, LLC will not be responsible for work that is beyond the scope of services set forth in your customized Marketing Proposal in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
MANAGEMENT RESPONSIBILITY. XoomIM, LLC will provide certain tools, methods and resources to Client that are intended to help Client market its business, services and products. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. XoomIM, LLC may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
LINK. Customer hereby acknowledges and agrees that XoomIM, LLC shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of XoomIM, LLC for referral and marketing purposes.
TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. XoomIM, LLC will start billing to Client beginning the date (“Renewal Date”) client agrees to these terms of services and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing or email. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives XoomIM, LLC the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or nonperformance by client, (i) all licenses granted by XoomIM, LLC to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to XoomIM, LLC’s Clients shall automatically terminate.
PAYMENT FOR SERVICES. Client will pay monthly fees or retainer to XoomIM, LLC for Services as described in your individually customized marketing proposal in effect at the time of this agreement. Invoices will include monthly fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions processed on the Renewal Date as described above. XoomIM, LLC reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances.
WARRANTY. XoomIM, LLC shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in the industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and XoomIM, LLC disclaims, and client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. XoomIM, LLC does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of XoomIM, LLC, XoomIM, LLC’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by XoomIM, LLC, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent month of base fees paid under this agreement. In any case, XoomIM, LLC and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, XoomIM, LLC shall have no liability to client arising from or relating to any third party hardware, software, information or materials. XoomIM, LLC is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, XoomIM, LLC will attempt to prevent or minimize exposure to such risks.
INDEMNIFICATION. You agree to indemnify and hold XoomIM, LLC and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) XoomIM, LLC’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against XoomIM, LLC and its licensors arising from products or services related to this Agreement. Conversely, XoomIM, LLC shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of XoomIM, LLC.
GOVERNING LAW. You agree that these Terms and Conditions shall be treated as though they were executed and performed in Miami-Dade, Florida and shall be governed by and construed in accordance with the laws of Miami-Dade, Florida (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of XoomIM, LLC services shall be brought solely in Miami-Dade, Florida.