terms & conditions
orlando website design
The 2MG Web Solutions Services are subject to the terms and conditions outlined in these Terms and Conditions, the terms of any corresponding Work Order, and all applicable policies and guidelines published from time to time by 2MG Web Solutions (collectively the "Agreement"). These Terms and Conditions are incorporated by reference into all Work Orders.
In the event that any provision of a Work Order expressly conflicts with any provision of these Terms and Conditions, the specific provision of the Work Order shall prevail to the extent there is an express conflict.
For the purposes of this Agreement, "Advertisement" shall include any Client profile, listing, advertisement, content, Website, material or other information provided by Client or on behalf of Client for the services outlined in the Work Order.
1. 2MG WEB SOLUTIONS DISTRIBUTION NETWORK: Client authorizes 2MG Web Solutions to act on its behalf as its purchasing agent for distribution of its Advertisement with any of its authorized distribution partners and vendors. 2MG Web Solutions does not guarantee inclusion in the results of any particular authorized distribution partner.
2. BID MANAGEMENT: Client acknowledges that 2MG Web Solutions shall serve as its agent in purchasing media and other services on its behalf in connection with any Paid Search Services it provides. In this connection Client authorizes 2MG Web Solutions to accept any applicable terms and conditions, on behalf of Client, related to purchases made on behalf of Client, and Client further assumes the obligations of any such terms and conditions accepted in connection with any purchases made on its behalf by 2MG Web Solutions. 2MG Web Solutions shall only be responsible for the payment of invoices for any such services to the extent it has been timely paid by Client for such related amounts. Prior to full and timely payment by Client to 2MG Web Solutions, Client shall be solely liable for amounts invoiced in connection with such services. Client agrees that 2MG Web Solutions may provide a copy of this Agreement corresponding Work Order or other confirmation with respect to the agency relationship, as determined by 2MG Web Solutions, if so requested by related vendors.
2MG Web Solutions is subject to the tracking data and calculations of the applicable distribution partners and vendors. Based on such data, calculations and invoicing, 2MG Web Solutions will make payment on behalf of Client, as its purchasing agent, to the extent 2MG Web Solutions has been paid by Client. Client understands and agrees that such measurements will be the only and definitive measure of the amounts payable by Client for these such services.
Client shall be liable for all penalty and other amounts that may be due to any distribution partner or vendor as a result of Client's failure to timely pay amounts due by Client.
3. USE OF SUBMISSIONS: Client irrevocably grants 2MG Web Solutions, its partners, vendors licensees and any entities in the 2MG Web Solutions distribution network, the worldwide right to use, display and publish the Advertisement and any links to Client's Website(s) for the purposes of delivering the services contemplated under the Work Order, including, without limitation, modifying it for the purposes of complying with display parameters or using it commercially and authorizing others to do so for such purposes. Client further irrevocably grants 2MG Web Solutions the right to deliver and sublicense the use of the Advertisement to any authorized distribution partner that 2MG Web Solutions deems relevant to the distribution of the Advertisement.
2MG Web Solutions may modify or replace keywords based on best search practices and industry standards, including without limitation, methodologies that correct misspellings, combine singular and plural terms and filter inappropriate terms. 2MG Web Solutions reserves the right to update and change these methodologies in its discretion.
4. MODIFICATION OF ADVERTISING TACTICS: 2MG Web Solutions may at any time raise the minimum bid requirement, monthly spending cap or pricing terms for Advertisements managed by the 2MG Web Solutions on behalf of Client.
5. USAGE STATISTICS: Upon Client's reasonable written request, 2MG Web Solutions will provide Client usage statistics pertaining to the number of click-through. Client may not distribute or disclose such usage statistics to any third party without 2MG Web Solution’s prior written consent. Client acknowledges that 2MG Web Solutions has not made any guarantees with respect to usage statistics or levels of impressions for any Advertisement. 2MG Web Solutions provides Client with estimated usage statistics only as a courtesy and shall not be held liable for any claims relating to such usage statistics.
6. RESULTS FROM STRATEGIES: Our Search Engine Optimization services will significantly improve your website not only for the search engines but for your users as well. This should result in higher rankings in major search engine results pages, and typically take several weeks or months to materialize. Many variables which are out of our control prevent us from affording any guarantee on positioning or timing of the desired results. Ranking results are also impacted by search engine algorithm changes, industry competitiveness, keyword competitiveness and numerous other off-page factors. It may also be impacted by actions that you may take such as making changes to the website, overuse of auto-submit or auto-rank checking programs, the presence of mirrored websites or duplicate content to name just a few.
7. COOPERATION: The successful and timely implementation of the strategies depends in part on your cooperation. Your contribution may include the development of content for the website, the timely review, feedback and approvals of certain aspects of the strategy, providing FTP access to your website or contact to upload optimization suggestions to the website and other dependencies.
8. INVOICES: Client agrees to pay 2MG Web Solutions all applicable fees, charges and invoices in conformity with these Terms and Conditions and the related Work Order.
The Initial Set Up fee, initial deposit and service fee are nonrefundable. Late payments will be subject a charge of $10.00 per month accruing from the payment due date. Termination of the Agreement and payment of late fees shall not prejudice any other rights or remedies that may be available to 2MG Web Solutions with respect to nonpayment or late payment of applicable fees.
2MG Web Solutions reserves the right to use credit reporting agencies or other means to verify and evaluate the credit information of Client.
The parties acknowledge that 2MG Web Solutions is subject to the tracking data and calculations of its distribution partners and vendors. Based on this information and such partner or vendor's invoicing, 2MG Web Solutions is obligated to make payment in certain cases on behalf of Client. In this context, Client agrees that 2MG Web Solutions will be solely responsible for tracking and calculating click-through delivered and all other traffic measurements or data, and Client understands and agrees that such measurements will be the only and definitive measure of the amount of click-through.
9. PAYMENT BY CREDIT CARD: Client may elect to make payment by credit card. 2MG Web Solutions also reserves the right to require payment for Advertising Services by credit card. In the event that payment shall be made by credit card, Client agrees to authorize 2MG Web Solutions to charge its credit card for such payments and for any amounts owed under this Agreement. If 2MG Web Solutions is unable to collect owed amounts from Client's credit card, Client shall pay to 2MG Web Solutions an insufficient funds fee equal to 5% of the total amount due. In the event that 2MG Web Solutions is unable to charge an Client's credit card or if there is a chargeback for any reason, 2MG Web Solutions may in its sole discretion immediately suspend or terminate Client's participation in any or all of the 2MG Web Solutions Advertising Services.
In the event 2MG Web Solutions has accepted a recurring payment structure, Client hereby authorizes credit card company or bank and any third party automated payment or debit service utilized by 2MG Web Solutions to automatically make payments to 2MG Web Solutions and charge or debit Client’s specified account for the amount of the payment on the agreed upon recurring basis. This authorization will remain in effect until 30 days following 2MG Web Solution’s receipt of Client's written notice of termination of the authorization. In the event that Client's electronic debit or transfer is returned after redeposit, Client understands that a $25.00 return item fee will be charged to Client's account electronically.
10. PAYMENT DISPUTES: Client agrees to notify 2MG Web Solutions within five (5) days after the end of the month of any discrepancies in Client's account, including charges, click-throughs or other performance issues. In the event that Client does not notify 2MG Web Solutions within such five (5) day period after the end of the month, such claims or disputes will be waived and any charges will be final and not subject to dispute. Client further agrees that it will be responsible for all reasonable collection expenses (including attorneys' fees) incurred by 2MG Web Solutions to collect any payments owed by Client to 2MG Web Solutions.
11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: The service is provided on an "as is" basis and as available, without any warranty or representation of any kind, whether express or implied. Client acknowledges that 2MG Web Solutions has not made any guarantees with respect to usage statistics or levels of impressions for any Advertisement and shall not be held liable for any claims relating to such usage statistics. Neither 2MG Web Solutions nor anyone else involved in providing the service will be liable to Client or any third party for any claims or damages from the use of or inability to access the Advertisement(s) or for mistakes, omissions, service interruptions, deletion of files, loss of data or any other failure of performance. 2MG Web Solutions shall also not be liable for any damages arising out of the translation of advertising into other languages. Client acknowledges and agrees that it will not hold 2MG Web Solutions liable for any errors in content, omissions, consequences, damages, costs, refunds or rebates of any kind arising from any interruption of service or other unavailability of the Internet or Website in which the Advertisement is published for whatever reason.
2MG Web Solutions makes no representations or warranties relating to the results of the Advertisement, including without limitation, the number of impressions or click-through such Advertisement will receive and any promotional effect or return on investment thereof. 2MG Web Solutions makes no guarantees regarding the accuracy, reliability or completeness of any usage statistics. Client expressly acknowledges that 2MG Web Solution’s liability is specifically limited to the amounts paid to and received by 2MG Web Solutions for the advertisement(s) provided under the Work Order. In the event that 2MG Web Solutions fails to publish Advertisement or in the event of any other failure, technical or otherwise, of Advertisement to appear as provided in this Agreement, the sole liability of 2MG Web Solutions shall be limited to, at 2MG Web Solution’s option, either a pro rata refund to Client of the fee paid, if any, or placement of Advertisement at a later time. In no event shall 2MG Web Solutions be responsible for any consequential, special, lost profits or other damages arising under this Agreement including, but not limited to, failure to timely publish Advertisement in accordance with the Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor or material shortage, carrier interruption of any kind or work slowdown. Client waives all rights of recovery of any damages, whether actual, special, punitive or consequential, that Client may incur over and above said amounts, including without limitation, damages for lost profits, income, goodwill or any claims of third parties whatsoever with respect to the Advertisement(s) or such limitation of liability to the fullest extent permitted by law. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this agreement or to your listing must be filed within one (1) year after such claim or cause of action arose or be forever barred.
2MG WEB SOLUTIONS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH RESPECT TO THE 2MG WEB SOLUTIONS ADVERTISING SERVICE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 2MG WEB SOLUTIONS DOES NOT WARRANT OR GUARANTEE THAT THE 2MG WEB SOLUTIONS SERVICE OR OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CLIENT'S REQUIREMENTS, AND 2MG WEB SOLUTIONS SHALL NOT BE LIABLE FOR THE CONTENT OF ANY WEBSITE ON THE 2MG WEB SOLUTIONS NETWORK. 2MG WEB SOLUTIONS WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES, INCLUDING, WITHOUT LIMITATION, A DELAY IN CHANGING A PRICE PER CLICK BY CLIENT, FAILURE TO INCLUDE ADVERTISEMENT, OR IF ANY OF 2MG WEB SOLUTIONS'S ADVERTISING SERVICES BECOME INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. 2MG WEB SOLUTIONS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, THE REJECTION OR REMOVAL OF ANY ADVERTISEMENT, OR ANY DELAY IN DISPLAYING OR THE FAILURE TO DISPLAY AN ADVERTISEMENT, EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL 2MG WEB SOLUTIONS'S LIABILITY FOR MONETARY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO 2MG WEB SOLUTIONS FOR THE ADVERTISEMENT WHICH IS THE BASIS OF LIABILITY OR THE AMOUNT PAID BY CLIENT TO 2MG WEB SOLUTIONS IN THE LAST TWELVE (12) MONTHS, WHICHEVER IS LESS.
12. CONFIDENTIALITY: During the term of this Agreement, and for a period of two (2) years following its termination, the Parties will not use or disclose any Confidential Information of the other Party. "Confidential Information" includes (a) Advertisements, prior to publication, (b) the terms of any Work Orders, (c) any information disclosed to the other Party, (d) results or data and the performance relating to any 2MG Web Solutions and (e) any proprietary information shared pursuant to this Agreement, including business plans, technology, process and know-how. The foregoing restriction does not apply to information that has become publicly known through no breach by a Party, or has been: (a) independently developed without access to the other Party's Confidential Information; (b) rightfully received from a third party; (c) approved in writing for release by the disclosing Party; (d) required to be disclosed by law or by a governmental authority.
13. TERMINATION: This Agreement shall automatically renew for periods equal to the term set forth on the Work Order, unless either party provides the other party with thirty (30) days notice prior to the commencement of the renewal term. In the event either party has materially breached any of the terms and conditions of this Agreement and has failed to cure such breach within ten (10) days of its receipt of written notice describing such breach, the other party may terminate this Agreement by providing fifteen (15) days written notice. 2MG Web Solutions may, in its sole discretion, terminate this Agreement at any time and for any reason. Following such notice period, Client will be billed for any amounts still owed to 2MG Web Solutions. Any amounts for services provided under any Service are non-refundable.
14. INFORMATION REQUEST: Upon request, Client agrees to provide 2MG Web Solutions with whatever information 2MG Web Solutions may reasonably require about the background of Client and/or the business of Client.
15. MISCELLANEOUS: The Agreement between the parties supersedes all prior and contemporaneous agreements and Client agrees it has relied upon no representations, oral or otherwise, not contained within the Agreement. If any provision in this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and without being impaired or invalidated in any way. Client agrees to work with 2MG Web Solutions to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
Subject to the foregoing, this Agreement shall bind and inure to the benefit of both parties and their respective heirs, executors, administrators, successors and assigns.
Client shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of 2MG Web Solutions. 2MG Web Solutions may assign and transfer this Agreement in whole or in part and may delegate its duties or assign its rights hereunder at any time. This Agreement and any applicable Work Orders constitute the entire agreement between the parties relating to the participation in 2MG Web Solution’s Advertising Services.
This Agreement shall be governed by and construed according with the laws of the State of Nevada. Client hereby irrevocably consents to the personal jurisdiction of and venue in the state and federal courts located in Clark County, Nevada with respect to any action, claim or proceeding arising out of or relating to this Agreement. 2MG Web Solutions reserves the right to change the terms to this Agreement by posting such changes on the 2MG Web Solutions Website. Client's continued participation in any 2MG Web Solutions following such changes shall be deemed an assent to such changes.