Terms of Service

THESE TERMS AND CONDITIONS (hereinafter “Terms and Conditions”) are effective as of the date they are posted at https://nitlix.com/tos/ by and between Nitlix, LTD (“Company”), and Client, who has entered into a Services Agreement with Nitlix LTD (“Client”).

RECITALS

WHEREAS, Company creates premier, customized, strategic marketing packages for clients;

WHEREAS, Client has entered into a premier, customized, strategic marketing package with Company (“Services Agreement”) and has agreed to be bound by the terms outlined in the Services Agreement and these Terms and Conditions (hereinafter together referred to as “Agreement”);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in these Terms and Conditions, the Services Agreement between the parties, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

1. Performance. During the term of this Agreement, Company will provide Client with the services outlined in the Services Agreement. Company shall have sole discretion in the manner of producing and delivering services to Client; provided, however, that Company shall be responsible for the performance of any subcontractor.

2. Cooperation. Client agrees to provide Company the assistance, cooperation, and information reasonably necessary for Company to fulfill its obligations under this Agreement. Client may identify in the Services Agreement a designated contact who will have authority to make decisions for Client regarding issues such as design and content approval. Company will notify Client if Client’s actions may be preventing Company from providing a service as outlined in the Services Agreement. If, after being notified by Company, Client’s actions continue to prevent Company from providing a service, Company may elect, in its sole discretion, to suspend or terminate the affected service as provided in section 4.

3. Modified or Discontinued Services. Company reserves the right to modify or discontinue a service at any time, in its sole discretion. If a service is discontinued, Company may substitute, across all current Clients to the discontinued service, one or more Company or third-party services of comparable value. Alternatively, Company may discontinue the service without substitution.
4. Delivery of Content and Other Information to Company. Client will provide to Company, in any mutually agreeable electronic format, the Client-provided content and other information necessary for Company to deliver the services outlined in the Services Agreement. Client’s delivery of necessary content and/or information will be made within a commercially reasonable period, such that the development and release of the services are not unreasonably delayed.

5. Client-Provided Content, Licenses, and Permissions. Client shall obtain all licenses and permissions needed to provide and use the Client-provided content and information. Client warrants that all information provided by Client in connection with Client’s chosen services are the sole and exclusive property of Client, including but not limited to, any mark, copyright, or other intellectual property contained within the content that Client provides to Company for purposes of this Agreement, and that no other person or entity has or shall have any claim of ownership with respect to the intellectual property whatsoever and does not infringe upon any rights owned or possessed by any third party.

6.Content Review. Client understands and agrees that Client is solely responsible for reviewing Client’s content on any services provided by Company. It is Client’s responsibility to notify Company of any changes to content that are required to comply with any rules that apply to Client’s business. Client is solely responsible for complying with the advertising rules, rules of professional conduct, and any other rules that may apply to Client’s business in the course of the performance of this Agreement.

7. Modifications of Content. During the term of this Agreement, Client may provide Company with updated or additional Client-provided content, in electronic format, to be incorporated into the services. Client will identify, and notify Company of, obsolete content to be deleted from the services. Client will conform with Company’s guidelines and product specifications when updating and supplementing content and requesting modifications.

8. Disallowed Content. Company reserves the right to refuse, modify, substitute, or remove any content, information, or other materials that may (i) be deemed to violate the privacy, personal, proprietary, or contractual rights of third parties; (ii) be contrary to Company’s search engine optimization practices; or (iii) defame, expose to legal liability, or otherwise harm Company or its affiliates.

2. Ownership

1. Intellectual Property Rights. Except as otherwise provided, all rights, title and interest in and to all, (i) registered and unregistered trademarks, service marks, and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights, or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Company services identified herein (“Intellectual Property Rights”) are owned by Company or its licensors, and Client agrees to make no claim of interest in or ownership of any such Intellectual Property Rights. Client acknowledges that no title to the Intellectual Property Rights has been transferred by Company to Client, and that Client has not obtained any rights, express or implied, in the Company or its licensors’ service, other than the rights expressly granted in this Agreement.

2. Infringement. Client specifically agrees to not do anything that may in any way infringe upon or undermine Company’s rights, title, or interest in the services provided. This includes, but is not limited to, any sale, transfer, or gift of the whole or of any part of any item, data, or anything whatsoever that Company owns. Client fully understands that Company may reproduce, reuse, develop, and use in any other way anything within Company’s ownership.

3. Client Deliverables. Any Client deliverable, such as a website or Facebook group, is and shall remain the exclusive property of Company until the annual cost and balance of the deliverable has been paid in full. Company will grant Client a license to use the deliverable once Client’s annual cost and balance have been paid in full; provided, however, that this license does not transfer to Client any Intellectual Property Rights that are owned by Company or its licensors.

3. Payment Terms

1. Payment. Client agrees to pay Company in accordance with the payment terms outlined in the Services Agreement. Client may prepay the annual cost and remaining balance in full at any time.

2. Credit Card Payments. Company participates in account update services from third party vendors. As part of this program, Company may be notified of updates to credit card expiration date(s) and/or card number(s). If Client is affected by these updates, its services will be automatically renewed as scheduled.

3. Late Fee. Client will be charged a late fee up to the maximum legal interest rate on any past due balance if full payment of any charges is not made when due.

4. Suspension of Services. Company may elect to suspend services if Client has a past due balance. Client will be obligated to pay for any charges incurred during the suspension of services. In addition, Client will be obligated to pay any reactivation fees that apply to the suspension of a service. If Client continues to maintain a past due balance after the suspension of services, Company may terminate this Agreement as provided in section 4.

Term and Termination

1. Term. The effective date and term of this Agreement is outlined in the Services Agreement.

2. Termination. Company may terminate this Agreement or terminate services under this Agreement if Company has reason to believe that Client is attempting to compete with, disparage, or defame Company; expose Company to legal liability; act in a manner reasonably likely to harm Company’s business interests; or if Company notifies Client of a material breach, including a past due balance, and Client fails to cure the breach within thirty (30) days.

3. Obligations Upon Termination. Upon termination of this Agreement, Client shall pay all due and outstanding charges; and cease and desist from using company content not specifically licensed by Company to Client pursuant to this Agreement.

4. Limits on Liability. Company works hard to provide the best services and deliverables. Client deliverables, however, are provided “as is,” and Company makes no guarantees that deliverables will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the extent permitted by law, Company DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIENT AGREES THAT COMPANY’S ENTIRE LIABILITY, AND CLIENT’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY SERVICE(S) OR DELIVERABLE PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT CLIENT PAID FOR SUCH SERVICE(S) AND/OR DELIVERABLES DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL COMPANY, ITS LICENSORS, AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE FOR WEBSITES FROM COMPANY) BE LIABLE FOR ANY LOST PROFITS, REVENUES, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN COMPANY LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. FURTHER, IT IS CLIENT’S SOLE RESPONSIBILITY TO ENSURE CLIENT’S WEBSITE IS ADA ACCESSIBLE AND TESTED FOR COMPLIANCE WITH WCAG 2.0 AA OR OTHER ACCESSIBILITY REGULATIONS AS REQUIRED BY LAW. COMPANY DOES NOT GUARANTEE WCAG 2.0 AA COMPLIANCE. CLIENT AGREES TO INDEMNIFY AND HOLD COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, INVESTIGATIONS, ACTIONS, SUITS, AND PROCEEDINGS BY ANY THIRD PARTY AND ALL RESULTING LIABILITIES AND OBLIGATIONS INCLUDING DAMAGES, ADMINISTRATIVE MONETARY PENALTIES, FINANCIAL SANCTIONS, SETTLEMENT PAYMENTS, AND EXPENSES AND COSTS, INCLUDING LAWYER FEES.

5. No Waiver. Company shall not be deemed to have waived any breach by Client of any of the provisions of this Agreement by mere lapse of time, by not giving notice, or by not taking other action. Further, the waiver by Company of a particular breach of this Agreement by Client shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or any other provision of this Agreement.

6. Not Transferable. Except as otherwise provided, Client’s rights under this Agreement are not assignable or transferable. Any attempt by Client’s creditors to obtain an interest in Client’s rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement void at the option of Company. Client agrees not to reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes any of Company’s services under this Agreement without Company’s prior written consent.

7. Force Majeure. Company shall not be held liable if failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond Company’s reasonable control, including acts of God, civil commotion, terrorism, strikes, labor disputes, and governmental demands or requirements.

8. Publicity. Client agrees that Company may list Client as a Customer of Company in press materials and may also display Client’s corporate logo to market Company services.

9. Amendment. Client agrees that Company may amend these Terms and Conditions at any time and any amendments will become binding upon Client.

10. Governing Law/Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Further, the parties agree to the jurisdiction of the courts in the Middle District of Florida over any dispute or interpretation relating directly or indirectly to this Agreement.

11. Severability. Any provision of this Agreement which is held to be illegal or unenforceable shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

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