By using the Marketing of Things, LLC (MoT) services, you (Client) agree to be bound by the following terms and conditions. Marketing of Things, LLC reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Marketing of Things, LLC constitutes your consent to such changes.
1. SCOPE OF SERVICES. MoT will provide an agreed to set of marketing services. Requested services will be communicated and agree to MoT in written form.
2. LIMITATIONS OF SCOPE. MoT will not be responsible for work that is beyond the Scope of Services set forth in the plan 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 and may result in additional charges.
3. CLIENT RESPONSIBILITY. MoT will provide certain tools, methods and resources to Client that are intended to help Client manage, communicate and/or build its brand or business. Client is fully and exclusively responsible for its own business performance and satisfaction. 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 providers, information provided by Client to customers/prospects and/or other third parties and any safeguarding and security measures that may be required.
4. COPYRIGHT. All content produced by MoT within the Scope of Services including but not limited to strategy, content, graphics and design, collateral or licenses for Client as part of the Scope of Services is copyrighted by MoT and remains the exclusive property of MoT, unless otherwise agree to and communicated.
5. REFERRAL. Customer hereby acknowledges and agrees that MoT shall have the right to use the name of Client and information, including the Client Web Site, for reference as a customer of MoT services for referral and MoT marketing purposes.
6. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until Scope of Services is completed or formally terminated in writing by either party. MoT will start billing to Client beginning the date the Client agrees to these terms of services and Scope of Services is completed. Termination of this Agreement requires written notice delivered thirty (30) days prior to the desired date of termination. A repeated failure (60 days past initial due date) to make payment by date due during any period gives MoT the option for immediate termination. Upon termination of this Agreement, Client is required to make payment for all completed and in-progress services up to the termination date.
7. PAYMENT FOR SERVICES. Client will pay MoT for services as described in MoT/Client Scope of Services and plan. Payment terms are Net 30 of the invoice date unless otherwise agreed to. MoT reserves the right to assess and collect late-payment charges of 3% per month on past due balances.
8. WARRANTY. MoT 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 MoT’s industry. The services and all products provided as part of the services are provided “as-is.” MoT does not guarantee that any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances shall MoT be liable for any direct, incidental, special or consequential damages, including any damages that result from the use of or inability to use product or services. MoT 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.
9. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct by MoT, MoT’s liability to pay damages for any losses incurred by Client as a result of breach of contract, negligence or other tort committed by MoT, regardless of the theory of liability asserted, is limited to no more than the total amount of the outstanding invoices for completed work and completed work-in-progress. In any case, MoT and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, MoT shall have no liability to Client arising from or relating to any third party information or materials.
10. INDEMNIFICATION. 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 MoT and its licensors arising from products or services related to this Agreement. Conversely, MoT 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 MoT.
11. GOVERNING LAW. You agree that these Terms and Conditions shall be treated as though they were executed and performed and shall be governed by and construed in accordance with the laws of the state of Illinois. All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of MoT services shall be brought solely in Illinois.