5353 S. 960 E. Suite 220
Murray, Utah. 84117
1-801-261-5700

ENHANCED TERMS OF SERVICE

ONLINE IMAGE LLC

LOCAL/ORGANIC INTERNET MARKETING FULFILLMENT

AGREEMENT AND TERMS AND CONDITIONS OF SERVICE

THIS ORGANIC ONLINE INTERNET MARKETING AGREEMENT (this “Agreement”) is entered into by and between ONLINE IMAGE LLC, a Utah limited liability company, with offices at 5353 S. 960 E., Suite 220 Murray, Utah 84117 (“Online Image”) and the (“Client”).

WHEREAS, Online Image is in the business, inter alia, of providing organic internet marketing fulfillment for clients desiring visibility to clients using Google™; and

WHEREAS, Client desires to retain Online Image to provide organic internet marketing services for Client in order to increased exposure in search engine results and to drive targeted online traffic to the site.

NOW, THEREFORE, BE IT RESOLVED THAT, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:

1. Agreement

Online Image shall perform and render organic internet marketing services on an ongoing basis to Client pursuant to the terms and conditions hereinafter set forth. Online Image’s services will include, but not be limited to, the use of specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website

2. Electronic Communications

When client uses Online Image’s web based ordering or sends emails to Online Image, client is communicating electronically. Client consents to receive communications from Online Image electronically. Online Image will communicate with client by e-mail or by posting notices on this site. Client agrees that all agreements, notices, disclosures and other communications that are provided to Client electronically satisfy any legal requirement that such communications be in writing.

3. Links

We are not responsible for the content of any sites that may be linked to or from the site of Online Image. These links are provided for your convenience only and you access them at your own risk. Unless otherwise noted, any other website accessed from the site of Online Image is independent from Online Image, and we have no control over the content of that other website. In addition, a link to any other website does not imply that we endorse or accept any responsibility for the content or use of such other website. In no event shall any reference to any third party or third party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party.

4. Binding Effect

The provision of services under this Agreement is made subject to these Terms and Conditions, and any inconsistent or additional terms or conditions contained in any previous communication or subsequent acknowledgment, whether written or unwritten, are hereby rejected. Online Image reserves the right to update and change these Terms of Service from time to time without notice. Online Image also reserves the right, subject to applicable law, to refuse service to anyone for any reason at any time.

5. Terms of Payment

Set-up fees to Online Image are due and payable on the commencement of service. Monthly service fees are due and payable on a monthly basis in advance of the anniversary date of the commencement of service. If payments due are not received within ten (10) business days of the applicable due date, the payment is considered late. If the Client is late in making payment, Online Image is entitled to charge interest at the rate of 1½ % per month or part thereof until the entire amount due is received. Online Image may also discontinue service with the Client, discontinue hosting of the Client’s website (if applicable), remove the Client’s listing from all local search engines, and/or take any other reasonable means necessary in order to collect the past due amount. The Client may not offset an invoice against other claims unless such claims are undisputed or reduced to judgment. Should Online Image need to engage the services of an attorney or debt collection agency to assist in the collection of amounts due, then the Client agrees to reimburse Online Image for all fees and costs incurred in such collection, plus an additional administration fee of $105.00 per hour to compensate Online Image for the administrative and management time required to collect the outstanding payment. Prices of all services, including but not limited to monthly fees, are subject to change upon thirty (30) days notice.

6. Termination

This Agreement is a contract at-will and may be terminated at any time by either party subject to these Terms and Conditions. If Client desires to terminate the Agreement it must do so in writing, either via e-mail with a confirmation from Online Image acknowledging receipt, or by regular mail with delivery confirmation. In the event of termination by either party, Client shall be obligated to pay the full purchase price provided hereunder for the services completed and for all work in progress, including monthly service fees for all periods and partial periods up to and including the date of termination.

7. Third Party Services

The services provided under this Agreement depend, in part, on services, products, offers and promotions provided by third parties, and not by Online Image (“Third Party Services”). Client is responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. Client authorizes Online Image to use and disclose its contact information, including name and address, for the purpose of making the Third Party Services available to the Client. Client agrees that the third party, and not Online Image, is responsible for the performance of the Third Party Services. In no event will Online Image be responsible for the information contained in any third party website or for any inability to use such third party website or Third Party Services. Access to any third party website is at your own risk, and Client acknowledges and understands that links to third party websites might contain terms and privacy policies as well as fees that are different from those of Online Image. Online Image is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and third party websites.

8. Intellectual Property

All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (collectively, the “IP”) are owned or controlled by Online Image or by third parties who have granted permission of use to Online Image and are protected by U.S. and international trademark and copyright laws. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the IP, Online Image site or any related software. All software used on the Online Image site is owned by Online Image and may only be used for purchasing purposes. Any other use of the IP on this site is strictly prohibited.

9. Limitations of Liability

Online Image makes no representation or warranty for the benefit of Client beyond those which are set forth in this Agreement. In no event will Online Image be liable to Client or to any other person or entity for any special, consequential, incidental or other damage, however caused, direct or indirect, whether for breach of contract, negligence or under any other legal theory, including lost profits, and whether or not Online Image has been advised of the possibility of such damage. Under no circumstance shall Online Image be liable to Client due to any modification, price change, suspension or discontinuance of the service. Online Image’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this Agreement is the refund of amounts previously paid by Client.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLINE IMAGE DISCLAIMS ALL GUARANTEES AND WARRANTIES NOT EXPRESSLY STATED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. ONLINE IMAGE DOES NOT WARRANT THAT ITS SERVICES OR THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, DISCONTINUATION OR ERRORS.

10. Mutual Indemnity

Online Image and Client shall mutually indemnify and hold harmless each other and each other’s agents, consignees, employees and representatives from and against all losses, claims, demands, or causes of action of whatever kind, including negligence, breach of express or implied contract or warranty, failure to warn, res ipsa loquitur, strict liability and from and against all special, incidental, or consequential damages, whether direct or indirect, including lost profits, of every kind whatsoever arising out of, or in any way connected with, accidents, occurrences, injuries or losses to or of any person or property.

11. Copyrights and Trademarks

Client represents to Online Image, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Online Image are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Online Image from any claim or suit arising from the use of such elements furnished by the Client.

12. Governing Law; Jurisdiction and Venue

This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Utah without giving effect to any principles of conflict of law. All actions, proceedings and other disputes arising out of or in any way related to this Agreement shall be submitted to, and the parties agree hereby to the jurisdiction of the state and federal courts situated in Salt Lake County.

13. Force Majeure

If Online Image is delayed, hindered or unable to perform its obligations herein or otherwise by reason of any cause beyond Online Image’s control, including, but not limited to, third party acts, strikes, acts of God, natural disasters, shortages of materials, rationing, utility and communication failures, casualty, war, terrorism, riot, insurrection, embargoes, or by reason of restrictions, rules, regulations or order of any governmental agency or subdivision thereof, then Online Images’ performance shall be excused for the period of the delay and shall be extended for a period sufficient to permit Online Image to recover, or at Online Images’ election, shall be excused entirely.

14. Severability

If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provisions and of the entire Agreement shall not be affected thereby.

15. Waiver of Default

Online Image shall have the absolute unconditional right to enforce any agreement, present or future, between Online Image and Client in strict accordance with written terms thereof, notwithstanding any prior conduct or custom of Online Image in refraining from doing so. Online Image may refrain from or postpone enforcement of any agreements without being deemed to have altered any written agreement between the parties.

16. Modification

The terms of this Agreement may not be added to, modified, superseded or otherwise altered, nor may the terms thereof be waived except by writing signed by Online Images’ authorized representative.

17. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and supersedes all prior or contemporaneous proposals, agreements or communications, oral or written, with respect to the same subject matter.

18. Legal Fees

If Client defaults, in addition to any other relief, Online Image shall be entitled to recover its reasonable attorneys’ fees (whether or not suit or arbitration is instituted) and court costs and other litigation costs, if any, incurred by Online Image to enforce this Agreement.

19. Assignments

Neither Online Image nor Client may assign or transfer its rights or obligations without the written consent of the other.

20. Chargeback Policy

We are grateful that fraudulent chargebacks are rare, but we take this issue seriously. Anyone who purchases any product or service from Online Image and then attempts to chargeback without first trying to remedy the situation is in violation of the Online Image Chargeback Policy. Fraudulent or unsubstantiated chargebacks may be turned over to a law enforcement or collection agency. The Client agrees that if they violate the Online Image Chargeback Policy, they will be responsible for all costs and fees associated with disputing the chargeback. These fees include, but are not limited to, attorneys’ fees, administrative and management time spent providing facts, research, and statements, merchant fees and collection fees. If the Client feels that they have attempted to resolve the situation in a reasonable manner yet have not been able to reach an agreement, the Client may contact the President of Online Image, LLC with the contact information provided below.

President/CEO Online Image LLC
5353 S. 960 E.
Suite 220
Murray, UT 84117
Phone: 801-261-5700

LOCAL TERMS OF SERVICE

ONLINE IMAGE LLC

LOCAL/ORGANIC INTERNET MARKETING FULFILLMENT

AGREEMENT AND TERMS AND CONDITIONS OF SERVICE

THIS ORGANIC ONLINE INTERNET MARKETING AGREEMENT (this “Agreement”) is entered into by and between ONLINE IMAGE LLC, a Utah limited liability company, with offices at 5353 S. 960 E., Suite 220 Murray, Utah 84117 (“Online Image”) and the (“Client”).

WHEREAS, Online Image is in the business, inter alia, of providing organic internet marketing fulfillment for clients desiring visibility to clients using Google™; and

WHEREAS, Client desires to retain Online Image to provide organic internet marketing services for Client in order to increased exposure in search engine results and to drive targeted online traffic to the site.

NOW, THEREFORE, BE IT RESOLVED THAT, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:

1. Agreement

Online Image shall perform and render organic internet marketing services on an ongoing basis to Client pursuant to the terms and conditions hereinafter set forth. Online Image’s services will include, but not be limited to, the use of specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website

2. Electronic Communications

When client uses Online Image’s web based ordering or sends emails to Online Image, client is communicating electronically. Client consents to receive communications from Online Image electronically. Online Image will communicate with client by e-mail or by posting notices on this site. Client agrees that all agreements, notices, disclosures and other communications that are provided to Client electronically satisfy any legal requirement that such communications be in writing.

3. Links

We are not responsible for the content of any sites that may be linked to or from the site of Online Image. These links are provided for your convenience only and you access them at your own risk. Unless otherwise noted, any other website accessed from the site of Online Image is independent from Online Image, and we have no control over the content of that other website. In addition, a link to any other website does not imply that we endorse or accept any responsibility for the content or use of such other website. In no event shall any reference to any third party or third party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party.

4. Binding Effect

The provision of services under this Agreement is made subject to these Terms and Conditions, and any inconsistent or additional terms or conditions contained in any previous communication or subsequent acknowledgment, whether written or unwritten, are hereby rejected. Online Image reserves the right to update and change these Terms of Service from time to time without notice. Online Image also reserves the right, subject to applicable law, to refuse service to anyone for any reason at any time.

5. Terms of Payment

Set-up fees to Online Image are due and payable on the commencement of service. Monthly service fees are due and payable on a monthly basis in advance of the anniversary date of the commencement of service. If payments due are not received within ten (10) business days of the applicable due date, the payment is considered late. If the Client is late in making payment, Online Image is entitled to charge interest at the rate of 1½ % per month or part thereof until the entire amount due is received. Online Image may also discontinue service with the Client, discontinue hosting of the Client’s website (if applicable), remove the Client’s listing from all local search engines, and/or take any other reasonable means necessary in order to collect the past due amount. The Client may not offset an invoice against other claims unless such claims are undisputed or reduced to judgment. Should Online Image need to engage the services of an attorney or debt collection agency to assist in the collection of amounts due, then the Client agrees to reimburse Online Image for all fees and costs incurred in such collection, plus an additional administration fee of $105.00 per hour to compensate Online Image for the administrative and management time required to collect the outstanding payment. Prices of all services, including but not limited to monthly fees, are subject to change upon thirty (30) days notice.

6. Termination

This Agreement is a contract at-will and may be terminated at any time by either party subject to these Terms and Conditions. If Client desires to terminate the Agreement it must do so in writing, either via e-mail with a confirmation from Online Image acknowledging receipt, or by regular mail with delivery confirmation. In the event of termination by either party, Client shall be obligated to pay the full purchase price provided hereunder for the services completed and for all work in progress, including monthly service fees for all periods and partial periods up to and including the date of termination.

7. Third Party Services

The services provided under this Agreement depend, in part, on services, products, offers and promotions provided by third parties, and not by Online Image (“Third Party Services”). Client is responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. Client authorizes Online Image to use and disclose its contact information, including name and address, for the purpose of making the Third Party Services available to the Client. Client agrees that the third party, and not Online Image, is responsible for the performance of the Third Party Services. In no event will Online Image be responsible for the information contained in any third party website or for any inability to use such third party website or Third Party Services. Access to any third party website is at your own risk, and Client acknowledges and understands that links to third party websites might contain terms and privacy policies as well as fees that are different from those of Online Image. Online Image is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and third party websites.

8. Intellectual Property

All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (collectively, the “IP”) are owned or controlled by Online Image or by third parties who have granted permission of use to Online Image and are protected by U.S. and international trademark and copyright laws. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the IP, Online Image site or any related software. All software used on the Online Image site is owned by Online Image and may only be used for purchasing purposes. Any other use of the IP on this site is strictly prohibited.

9. Limitations of Liability

Online Image makes no representation or warranty for the benefit of Client beyond those which are set forth in this Agreement. In no event will Online Image be liable to Client or to any other person or entity for any special, consequential, incidental or other damage, however caused, direct or indirect, whether for breach of contract, negligence or under any other legal theory, including lost profits, and whether or not Online Image has been advised of the possibility of such damage. Under no circumstance shall Online Image be liable to Client due to any modification, price change, suspension or discontinuance of the service. Online Image’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this Agreement is the refund of amounts previously paid by Client.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLINE IMAGE DISCLAIMS ALL GUARANTEES AND WARRANTIES NOT EXPRESSLY STATED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. ONLINE IMAGE DOES NOT WARRANT THAT ITS SERVICES OR THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, DISCONTINUATION OR ERRORS.

10. Mutual Indemnity

Online Image and Client shall mutually indemnify and hold harmless each other and each other’s agents, consignees, employees and representatives from and against all losses, claims, demands, or causes of action of whatever kind, including negligence, breach of express or implied contract or warranty, failure to warn, res ipsa loquitur, strict liability and from and against all special, incidental, or consequential damages, whether direct or indirect, including lost profits, of every kind whatsoever arising out of, or in any way connected with, accidents, occurrences, injuries or losses to or of any person or property.

11. Copyrights and Trademarks

Client represents to Online Image, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Online Image are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Online Image from any claim or suit arising from the use of such elements furnished by the Client.

12. Governing Law; Jurisdiction and Venue

This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Utah without giving effect to any principles of conflict of law. All actions, proceedings and other disputes arising out of or in any way related to this Agreement shall be submitted to, and the parties agree hereby to the jurisdiction of the state and federal courts situated in Salt Lake County.

13. Force Majeure

If Online Image is delayed, hindered or unable to perform its obligations herein or otherwise by reason of any cause beyond Online Image’s control, including, but not limited to, third party acts, strikes, acts of God, natural disasters, shortages of materials, rationing, utility and communication failures, casualty, war, terrorism, riot, insurrection, embargoes, or by reason of restrictions, rules, regulations or order of any governmental agency or subdivision thereof, then Online Images’ performance shall be excused for the period of the delay and shall be extended for a period sufficient to permit Online Image to recover, or at Online Images’ election, shall be excused entirely.

14. Severability

If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provisions and of the entire Agreement shall not be affected thereby.

15. Waiver of Default

Online Image shall have the absolute unconditional right to enforce any agreement, present or future, between Online Image and Client in strict accordance with written terms thereof, notwithstanding any prior conduct or custom of Online Image in refraining from doing so. Online Image may refrain from or postpone enforcement of any agreements without being deemed to have altered any written agreement between the parties.

16. Modification

The terms of this Agreement may not be added to, modified, superseded or otherwise altered, nor may the terms thereof be waived except by writing signed by Online Images’ authorized representative.

17. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and supersedes all prior or contemporaneous proposals, agreements or communications, oral or written, with respect to the same subject matter.

18. Legal Fees

If Client defaults, in addition to any other relief, Online Image shall be entitled to recover its reasonable attorneys’ fees (whether or not suit or arbitration is instituted) and court costs and other litigation costs, if any, incurred by Online Image to enforce this Agreement.

19. Assignments

Neither Online Image nor Client may assign or transfer its rights or obligations without the written consent of the other.

20. Chargeback Policy

We are grateful that fraudulent chargebacks are rare, but we take this issue seriously. Anyone who purchases any product or service from Online Image and then attempts to chargeback without first trying to remedy the situation is in violation of the Online Image Chargeback Policy. Fraudulent or unsubstantiated chargebacks may be turned over to a law enforcement or collection agency. The Client agrees that if they violate the Online Image Chargeback Policy, they will be responsible for all costs and fees associated with disputing the chargeback. These fees include, but are not limited to, attorneys’ fees, administrative and management time spent providing facts, research, and statements, merchant fees and collection fees. If the Client feels that they have attempted to resolve the situation in a reasonable manner yet have not been able to reach an agreement, the Client may contact the President of Online Image, LLC with the contact information provided below.

President/CEO Online Image LLC
5353 S. 960 E.
Suite 220
Murray, UT 84117
Phone: 801-261-5700

ORGANIC TERMS OF SERVICE

ONLINE IMAGE LLC

ORGANIC INTERNET MARKETING FULFILLMENT

AGREEMENT AND TERMS AND CONDITIONS OF SERVICE

THIS ORGANIC ONLINE INTERNET MARKETING AGREEMENT (this “Agreement”) is entered into by and between ONLINE IMAGE LLC, a Utah limited liability company, with offices at 5353 S. 960 E., Suite 220 Murray, Utah 84117 (“Online Image”) and the (“Client”).

WHEREAS, Online Image is in the business, inter alia, of providing organic internet marketing fulfillment for clients desiring visibility to clients using Google™; and

WHEREAS, Client desires to retain Online Image to provide organic internet marketing services for Client in order to increased exposure in search engine results and to drive targeted online traffic to the site.

NOW, THEREFORE, BE IT RESOLVED THAT, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:

1. Agreement

Online Image shall perform and render organic internet marketing services on an ongoing basis to Client pursuant to the terms and conditions hereinafter set forth. Online Image’s services will include, but not be limited to, the use of specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client’s website

a) Search Terms Sets. To be determined by client and sales rep.

b) Fee and Billing Cycle. Client shall be invoiced their fee on a month-to-month basis, payable in advance. Client agrees that this will be a automatic withdrawal either from a major credit card or EFT. Online Image will charge the payment on the anniversary of the start date of each month.

c) Terms of Payment. If payments due are not received within fifteen (15) business days of the applicable due date, the payment is considered late. If the Client is late in making payment, Online Image is entitled to charge interest at the rate of 1½ % per month or part thereof until the entire amount due is received. Online Image may also discontinue service with the Client, discontinue hosting of the Client’s website (if applicable), remove the Client’s listing from all local search engines, and/or take any other reasonable means necessary in order to collect the past due amount. The Client may not offset an invoice against other claims unless such claims are undisputed or reduced to judgment. Should Online Image need to engage the services of an attorney or debt collection agency to assist in the collection of amounts due, then the Client agrees to reimburse Online Image for all fees and costs incurred in such collection, plus an additional administration fee of $105.00 per hour to compensate Online Image for the administrative and management time required to collect the outstanding payment. Prices of all services, including but not limited to monthly fees, are subject to change upon thirty (30) days notice.

d) Under certain circumstances, Online Image may request Client to take certain actions with respect to its organic profile in order to improve its ranking results as determined by Google’s® search algorithm. If Client fails to take such action, then this agreement will be null and void.

e) Electronic Communications, when client uses Online Image’s web based ordering or sends emails to Online Image, client is communicating electronically. Client consents to receive communications from Online Image electronically. Online Image will communicate with client by e-mail or by posting notices on this site. Client agrees that all agreements, notices, disclosures and other communications that are provided to Client electronically satisfy any legal requirement that such communications be in writing.

2. Links

We are not responsible for the content of any sites that may be linked to or from the site of Online Image. These links are provided for your convenience only and you access them at your own risk. Unless otherwise noted, any other website accessed from the site of Online Image is independent from Online Image, and we have no control over the content of that other website. In addition, a link to any other website does not imply that we endorse or accept any responsibility for the content or use of such other website. In no event shall any reference to any third party or third party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party.

3. Termination

This Agreement is a contract at-will and may be terminated at any time by either party subject to the terms and conditions herein. If Client desires to terminate the Agreement it must do so in writing, either via email with a confirmation from Online Image acknowledging receipt, or by regular mail with delivery confirmation. In the event of termination by either party, Client shall be obligated to pay the full price for the services completed and for all work in progress, including monthly service fees for all periods and partial periods up to and including the date of termination.

4. Third Party Services

The services provided under this Agreement depend, in part, on services, products, offers and promotions provided by third parties, such as Google™, and not by Online Image (“Third Party Services”). Client is responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. Client authorizes Online Image to use and disclose its contact information, including name and address, for the purpose of making the Third Party Services available to the Client. Client agrees that the third party, and not Online Image, is responsible for the performance of the Third Party Services. In no event will Online Image be responsible for the information contained in any third party website or for any inability to use such third party website or Third Party Services. Access to any third party website is at your own risk, and Client acknowledges and understands that links to third party websites might contain terms and privacy policies as well as fees that are different from those of Online Image. Online Image is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and third party websites.

5. Intellectual Property

All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (collectively, the “IP”) are owned or controlled by Online Image or by third parties who have granted permission of use to Online Image and are protected by U.S. and international trademark and copyright laws. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the IP, Online Image site or any related software. All software used on the Online Image site is owned by Online Image and may only be used for purchasing purposes. Any other use of the IP on this site is strictly prohibited.

6. Limitations of Liability

Online Image makes no representation or warranty for the benefit of Client beyond those which are set forth in this Agreement. In no event will Online Image be liable to Client or to any other person or entity for any special, consequential, incidental or other damage, however caused, direct or indirect, whether for breach of contract, negligence or under any other legal theory, including lost profits, and whether or not Online Image has been advised of the possibility of such damage. Under no circumstance shall Online Image be liable to Client due to any modification, price change, suspension or discontinuance of the service. Online Image’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this Agreement is the refund of amounts previously paid by Client.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLINE IMAGE DISCLAIMS ALL GUARANTEES AND WARRANTIES NOT EXPRESSLY STATED HEREIN, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING ITS SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. ONLINE IMAGE DOES NOT WARRANT THAT ITS SERVICES OR THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, DISCONTINUATION OR ERRORS.

7. Mutual Indemnity

Online Image and Client shall mutually indemnify and hold harmless each other and each other’s agents, consignees, employees and representatives from and against all losses, claims, demands, or causes of action of whatever kind, including negligence, breach of express or implied contract or warranty, failure to warn, res ipsa loquitur, strict liability and from and against all special, incidental, or consequential damages, whether direct or indirect, including lost profits, of every kind whatsoever arising out of, or in any way connected with, accidents, occurrences, injuries or losses to or of any person or property.

8. Copyrights and Trademarks

Client represents to Online Image, and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Online Image are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Online Image from any claim or suit arising from the use of such elements furnished by the Client.

9. Governing Law; Jurisdiction and Venue

This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Utah without giving effect to any principles of conflict of law. All actions, proceedings and other disputes arising out of or in any way related to this Agreement shall be submitted to, and the parties agree hereby to the jurisdiction of the state and federal courts situated in Salt Lake County.

10. Force Majeure

If Online Image is delayed, hindered or unable to perform its obligations herein or otherwise by reason of any cause beyond Online Image’s control, including, but not limited to, third party acts, strikes, acts of God, natural disasters, shortages of materials, rationing, utility and communication failures, casualty, war, terrorism, riot, insurrection, embargoes, or by reason of restrictions, rules, regulations or order of any governmental agency or subdivision thereof, then Online Images’ performance shall be excused for the period of the delay and shall be extended for a period sufficient to permit Online Image to recover, or at Online Images’ election, shall be excused entirely.

11. Severability

If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provisions and of the entire Agreement shall not be affected thereby.

12. Waiver of Default

Online Image shall have the absolute unconditional right to enforce any agreement, present or future, between Online Image and Client in strict accordance with written terms thereof, notwithstanding any prior conduct or custom of Online Image in refraining from doing so. Online Image may refrain from or postpone enforcement of any agreements without being deemed to have altered any written agreement between the parties.

13. Modification

The terms of this Agreement may not be added to, modified, superseded or otherwise altered, nor may the terms thereof be waived except by writing signed by Online Images’ authorized representative.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and supersedes all prior or contemporaneous proposals, agreements or communications, oral or written, with respect to the same subject matter.

15. Legal Fees

If Client defaults, in addition to any other relief, Online Image shall be entitled to recover its reasonable attorneys’ fees (whether or not suit or arbitration is instituted) and court costs and other litigation costs, if any, incurred by Online Image to enforce this Agreement.

16. Assignments

Neither Online Image nor Client may assign or transfer its rights or obligations without the written consent of the other.

17. Chargeback Policy

We are grateful that fraudulent chargebacks are rare, but we take this issue seriously. Anyone who purchases any product or service from Online Image and then attempts to chargeback without first trying to remedy the situation is in violation of the Online Image Chargeback Policy. Fraudulent or unsubstantiated chargebacks may be turned over to a law enforcement or collection agency. The Client agrees that if they violate the Online Image Chargeback Policy, they will be responsible for all costs and fees associated with disputing the chargeback. These fees include, but are not limited to, attorneys’ fees, administrative and management time spent providing facts, research, and statements, merchant fees and collection fees. If the Client feels that they have attempted to resolve the situation in a reasonable manner yet have not been able to reach an agreement, the Client may contact the President of Online Image, LLC with the contact information provided below.

President/CEO Online Image LLC
5353 S. 960 E.
Suite 220
Murray, UT 84117
Phone: 801-261-5700

TERMS OF USE FOR ONLINE IMAGE

ADDENDUM TO TERMS OF SERVICES AGREEMENT

1. General Use and Acceptance

The Terms of Use constitute a binding legal agreement between You as customer (“you”) and Online Image®.

By using services provided by OnlineImage® you recognize that the website, stats pages, items gathered by our system and displayed such as review, analytics, ranking reports, local analytics, or any other custom work (hereinafter referred to as “services”) are owned, maintained and operated by OnlineImage® and by using any of these services provided, that you agree to these terms of use. You additionally agree to be bound to the Terms of Services agreement previously agreed to and any other agreements you have agreed to or entered into with OnlineImage®.

OnlineImage® may modify this Agreement from time to time and such modification shall be effective without notice and made available by posting by OnlineImage® on the OnlineImage® website.

2. Agreement of Ownership

You understand and agree that while OnlineImage® is providing the “services”, that all custom and proprietary software, tools and plugins produced by OnlineImage® are owned by OnlineImage® and are not available for private licensing.

You understand that the website designed and developed for you by OnlineImage® is exclusively owned by OnlineImage®. Your ownership rights are restricted to that of images provided by you to OnlineImage® and to text authored by you and provided to Online Image®.

3. Retention of control

You agree that OnlineImage® does maintain control of the overall environment surrounding updates made to your website. OnlineImage® agrees that by maintaining said control they also maintain responsibility for the results of any updates made by OnlineImage®. OnlineImage® agrees that they are fully responsible for the website through the following environments:

a) Website backup

b) Hosting servers that include redundancy and failover

4. Pricing and Documentation

OnlineImage® agrees to provide documentation of service pricing. Unless otherwise agreed to by the parties the following pricing guidelines shall be followed:

a) Hourly rate for development billed at $125 per hour

b) OnlineImage® agrees to disclose all hours worked on development of website

c) An approximate total amount of time will be provided for the removal of any propriety from the website if you should choose to take the propriety upon termination of your agreement with OnlineImage®.

d) In the event of any new updates or changes any additional money paid or current balance will transfer and carry to your new term.

e) Payment is required in a timely manner. If the account is more than 15 days past due, OnlineImage®, at its discretion, reserves the right to discontinue the web service and suspend use of any or all “services.”

f) If you are late in making payment, Online Image is entitled to charge interest at the rate of 1½ % per month or part thereof until the entire amount due is received.

5. Early Termination

Termination of services provided by OnlineImage® requires a notice of sixty (60) days. You agree that you are responsible for all payments due during this time frame and will be billed pro rata for any remaining balance. If you terminate services provided by OnlineImage® within one year, you agree to pay full price for the full development of your website.

If you terminate services provided by OnlineImage® after one year, but before the term of this agreement has expired you agree to pay a depreciated amount for the services provided. The rate of depreciation shall be calculated at 5% per month beyond the one year anniversaryof your agreement.

6. SSL Certificate

If OnlineImage® does not control your domain name; you are responsible for obtaining an SSL Certificate from www.godaddy.com. You are responsible for providing the SSL certificate to OnlineImage®. Be advised that you will be held to the Terms of Service of www.godaddy.com and in the event that their Terms of Services are revised those revisions will affect your agreement with www.godaddy.com.

7. Third Party Services

The services provided under this Agreement depend, in part, on services, products, offers and promotions provided by third parties, and not by OnlineImage® (“Third Party Services”). You are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. Client authorizes OnlineImage® to use and disclose its contact information, including name and address, for the purpose of making the Third Party Services available to the Client. Client agrees that the third party, and not OnlineImage®, is responsible for the performance of the Third Party Services. In no event will OnlineImage® be responsible for the information contained in any third party website or for any inability to use such third party website or Third Party Services. Access to any third party website is at your own risk, and you acknowledge and understand that links to third party websites might contain terms and privacy policies as well as fees that are different from those of OnlineImage®. OnlineImage® is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and third party websites.

8. Service Provided

Subject to full compliance of this agreement, Online Image shall provide certain services. Services may include, but not limited to, the formation, designing, storage management, sharing and linking of media and/or document files (including, but not limited to text, user comments, messages, information, data, graphics, photographs, images, illustrations, animations, software, audio and video, also collectively known as “the content”). OnlineImage® may impose limits on all or any of the services or restrict your access to parts or all of the services without notice or liability.

9. General Undertakings

You accept sole responsibility for all of your activities using the website, including your conduct on the site and any and all content you may submit, post or share via the website. You will not use OnlineImage® for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructivecode.

10. Intellectual Property Rights

The content on your website provided by OnlineImage® is subject to copyright and other intellectual property rights under local and international laws. To the best of its knowledge, OnlineImage® uses only content which is allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. You agree not to circumvent or have any third party circumvent, disable, or otherwise interfere with security related features on the website provided to you by Online Image® or features that prevent or restrict use or copying of any content or enforce limitations on use of the Online Image® contenttherein.

11. Copyrights and Trademarks

You represent to OnlineImage®, and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to OnlineImage® are owned by the You, or that You have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend OnlineImage® from any claim or suit arising from the use of such elements furnished by the You.

12. Governing Law

Jurisdiction and Venue. This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Utah without giving effect to any principles of conflict of law. All actions, proceedings and other disputes arising out of or in any way related to this Agreement shall be submitted to, and the parties agree hereby to the jurisdiction of the state and federal courts situated in Salt Lake County.

 
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