By using services provided by Vertical Axion, you agree to be bound by these terms and conditions. Vertical Axion reserves the right to change the Terms and Conditions at any time without notice. Continued use of Vertical Axion’s services constitutes your consent to such changes.
1. SERVICES DESCRIPTION: Vertical Axion provides marketing and Internet marketing services including, but not limited to web development, search engine optimization, content writing, and website services that are described on the sign up page for the Client’s selected service.
2. USE FOR MARKETING: The Client grants Vertical Axion the right to use all Client content, such as the Client website, and likeness as a referral and marketing tool.
In the event Vertical Axion ceases providing the services described in this agreement the client may take the HTML web design and content for continued use and can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content. Further, the client will not have access to: backend software, WordPress themes and plugins, PSD files or other code used to provide services to the Client.
4. BILLING: Vertical Axion begins billing the Client on the first day of services. This date will be the renewal date, as well. Services shall be automatically renewed in the selected billing terms unless it is formally terminated via writing or e-mail. Termination request must be delivered thirty (30) days before desired termination date. Late payments incur a five ($5) dollar late charge. Repeated late or rejected payments from the selected payment method may result in Vertical Axion terminating the service immediately. In case of termination or expiration, the Client is required to immediately cease use of licensed content. All rights will return to Vertical Axion’s.
5. PAYMENT: Payments are made only via automatic credit card transactions. The Client is required to update billing information via the website or via an account manager if changes are to be made.
6. TERMINATION: This agreement shall remain in effect until it is formally terminated in way of writing by either party.
7. WARRANTY: Vertical Axion’s SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION GIVEN BY Vertical Axion, ITS AFFILIATES, ITS LICENSERS, ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER Vertical Axion NOR ITS AFFILIATES, ITS LICENSERS, ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE
8. LIMITATION OF LIABILITY:
8.1 TO THE EXTENT PERMITTED BY LAW, Vertical Axion’S LIABILITY TO THE Client WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY DUTY OR OTHERWISE FOR ANY LOSS OR DAMAGE SHALL BE LIMITED TO RECOVERY OF DIRECT DAMAGES NOT EXCEEDING 30 DAYS OF FEES FOR SERVICES IN QUESTION PAID BY THE Client UNDER THIS AGREEMENT. THIS SUB-CLAUSE SHALL NOT APPLY TO ANY INDEMNITY PROVIDED UNDER THIS AGREEMENT.
8.2 Vertical Axion SHALL IN NO EVENT BE LIABLE TO THE Client FOR ANY INDIRECT, ECONOMIC, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF INCOME, LOSS OF USE OF Vertical Axion’S PRODUCTS OR OTHER PRODUCTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF REVENUE, LOSS OF A COMMERCIAL OPPORTUNITY OR CONTRACT, LOSS OF OR CORRUPTION TO DATA, WHETHER OR NOT Vertical Axion HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
9. 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 Vertical Axion and its licensors arising from products or services related to this Agreement. However, in cases where a third party brings claims against Client for arising from gross negligence or intentional misconduct of Vertical Axion, Vertical Axion will hold Client harmless and will proceed to handle any legal action taken against the client.
10. GOVERNING LAW: You agree that these Terms and Conditions shall be treated as though they were executed and performed in the State of Texas and shall be governed by and construed in accordance with the laws of the State of Texas, regardless if polices in other companies oppose the laws of the State of Texas directly. All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement in use by Vertical Axion shall be brought to Aransas County, Texas for proceedings.