This MASTER SERVICES AGREEMENT (the “Agreement”) is entered into by All Things Greek (“the Company”), and the “Client”.
“Provider”, “We”, “Us”, “Our” means the All Things Greek company who You Are Contracting With, Notices, Governing Law and Jurisdiction.
“You” or “Your” or “Client” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
“Service” or “Services” means the products and services that are ordered by You and made available online by us.
“Listing” a directory listing posted on the Website by a Client which shall provide details of that Client’s business including, but not limited to, contact details;
Any questions about these terms, licensing, agreements or contracts should be sent to email@example.com
Provider offers recurring prepaid annual subscriptions (“Annual Subscriptions”).
Automatic Renewal Terms: Your subscription will be automatically renewed for successive yearly periods for Annual Subscriptions effective at the end of your last subscription period. Your payment method will automatically be charged for each successive periods at the then-current subscription rate until you cancel your Subscription renewal. This Agreement is an at-will relationship. Either party may terminate this Agreement at any time by written notice to the other party, for any or no reason. Each subscription period starts from the start date of Service and is not refundable.
By purchasing a Subscription, the Client is responsible for any and all applicable taxes. Client shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or another acceptable method of payment to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to this Agreement, Client hereby authorizes Provider to automatically charge said method of payment for all Subscription Periods during the term of this Agreement. If for any reason, automatic payment shall be denied, then Client shall pay the applicable Subscription Fee to Provider within five days of notice from Provider or the Service (“Listing”) will become inactive.
Your payment to Provider will automatically renew fourteen (14) days before the end of the subscription period, unless you cancel your Paid Subscription fifteen (15) days before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period. Any notice of Termination by Client must be by sending a written notice of termination or the Service will be renewed automatically.
If You upgrade Your Service Plan, Your credit card or other designated payment method will be charged with Your new billing rate immediately (on a pro-rated basis) upon your election to upgrade. The new subscription period starts from the “Upgraded” date of Service and will be automatically renewed for successive yearly periods.
No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Provider does not accept any liability for such loss.
In the case of termination of the Service, failure to make payment, all Your Data could be non-accessible post termination. Provider has no obligations to provide mechanism to access Your Data created or shared using the Service post such termination.
Cancellation policy for subscription renewals: To cancel your Annual Subscription at any time, you may send us an email at firstname.lastname@example.org. If you cancel, you may use your subscription until the end of your then-current subscription term.
All Things Greek reserves the right to terminate this Agreement immediately, and without extending any right to cure to Client, if All Things Greek believes, in its sole discretion, that the Client is engaged in illegal activities or the sale of illegal or harmful goods or services or is engaged in activities or sales that may damage the rights or reputation of All Things Greek.
Upon termination, All Things Greek may, but is not obligated to, delete from its servers or the Website any or all Information contained in the Client’s Member Profile and that may relate to any information in Client’s Member Account with All Things Greek.
3. Listing on the Website
When submitting a Listing to the Website you should do so in accordance with the following rules:
1. Your Listing must be placed into the appropriate category and All Things Greek reserves the right to change this category should they deem another category to be more appropriate
2. You agree to only list US based Businesses and/or Professionals and other organizations.
3. If you no longer continue to be US based you would no longer be eligible to list in the All Things Greek directory and agree to remove your listing(s) forthwith, or have them removed by an editor.
4. All new Listings will be checked by an editor before the Listing is publicized on the Website. This is so we can ascertain the validity and accuracy of the information provided and displayed.
5. You acknowledge that All Things Greek LLC or any of its editors shall screen, approve (or reject), edit and/or remove any Listing submitted to the Website.
6. All Things Greek LLC may edit your Listing without prior consultation. In cases of severe breaches of the current agreement, your Listing may be removed and your Account may be suspended or terminated. You will be informed in writing of the reasons for any such alterations or removals.
7. In order to submit a Listing, you are required to submit certain personal details and/or business details. By continuing to use this Website you represent and warrant that:
· Any information you submit is accurate and truthful; and
· You are responsible for keeping this information accurate
· You are responsible for updating this information
8. By submitting a Listing you warrant and represent that you are the author of that Listing or that you have acquired all of the appropriate rights and / or permissions to submit it. All Things Greek accepts no responsibility or liability for any infringement of third party rights by such Listings or Content.
9. The right to reject any Listings that are deemed by us to be inappropriate for the site is hereby reserved.
10. All Things Greek LLC will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of such Listings, nor for any errors or omissions in Listings. Use of and reliance upon Listings is entirely at your own risk.
4. The Client Responsibility.
The Client agrees that (a) The Client alone is responsible for the use of The Client’s Member Account and for all Information contained in The Client’s Member Profile, including but not limited to assuring the accuracy, relevance, and non-deceptiveness of the Information, infringement or non-infringement of the intellectual property rights, privacy rights, publicity rights, and other rights of third persons, and for fulfilling all offers, sales, services, or other undertakings of The Client to any user of other All Things Greek services who contact The Client or are contacted by The Client as a direct or indirect result of the Service, (b) The Client shall maintain and update all Information so it is always true, accurate, not deceptive or misleading, and current, (c) The Client shall keep its password confidential, and not allow any other person, company or entity to use its account, and (d) The Client shall notify All Things Greek promptly if The Client has any reason to believe that the security of its Member Account has been compromised. The Client agrees and acknowledges that All Things Greek is not responsible for any loss, damage or corruption of any of the Information, and that All Things Greek is not responsible for Information being true, accurate, not deceptive or misleading, and current. The Client also acknowledges and agrees that All Things Greek is not a party to or in no way responsible for any products sold or services provided by The Client to its customers obtained directly or indirectly by means of the Website.
Provider shall maintain the Software and/or Services and provide all patches and fixes to the Software and/or Services at no additional cost. However, said maintenance shall not include additional functionality, content update or custom programming.
The Client is responsible to provide updated content (change of name, address, phone number, products services, close of business etc) for their Listings by sending an email at email@example.com. In any case, the Client should confirm the validity of the Listing’s content before the renewal of the Annual Subscription (including closing of business/service provider, changes on the product and service categories etc.). The Client should communicate these changes in writing by sending an email at firstname.lastname@example.org thirty (30) days prior to the before the end of the current subscription period. We reserve the right to cancel orders if any information on the Service or on any related website is inaccurate at any time without prior notice.
6. Errors, Inaccuracies, and Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, and promotions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Service or on any related website is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law.
7. Promotional Materials
During the term of this Agreement, Provider may use Customer’s information for the purpose of referring to Customer as a customer on Provider’s website and in its other promotional materials.
The Client agrees to indemnify, defend and hold harmless All Things Greek, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, successors, representatives and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorney’s fees, made by any party due to or arising out of the Client’s use of the Service; any person’s use of Information in Client’s Member Profile; any content, material or otherwise linked to or referred to from Client’s Member Profile, any act or omission to act of Client that violates any provision of this Agreement; or any violation or alleged violation of any rights of another, including but not limited to Client’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Client’s profile. All Things Greek reserves the right to assume the exclusive conduct of its defense and control of any matter otherwise subject to indemnification by the Client, but doing so shall not otherwise excuse the Client’s obligations under this Section.
9. No guarantee of results and disclaimer of warranties and liabilities.
All Things Greek makes no representation, warranty or guaranty to the Client whatsoever concerning the results of any kind, if any, that the Client may expect or experience by participating in or using the service. The service is 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 merchantability, fitness for a particular purpose or non-infringement. Neither this agreement nor any documentation furnished under it is intended to express or imply any warranty that the service will be uninterrupted, timely or error-free or that the website will provide uninterrupted, timely or error-free service. The Client agrees and acknowledges that All Things Greek and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, representatives and agents, shall not be liable, under any circumstances or legal theories whatsoever, for any loss of business, profits or goodwill, loss of use or data, interruption of business, or for any indirect, special or consequential damages of any character, even if All Things Greek is aware of the risk or such damages, that result in any way from the Client’s use or inability to use the service, or that result from errors, defects, omissions, delays in operation or transmission, the contents of any web pages or web sites, loss of data, computer viruses, communication line failure, destruction or unauthorized use or access to any web sites or records or information, or other injury, damage or disruption to the Client or any failure of performance of any kind whatsoever of All Things Greek or the service. All Things Greek’s liability to the Client shall not, for any reason, exceed the aggregate payments actually made by the Client to All Things Greek over the course of the one-year period immediately preceding the accrual of the Client’s claim. Some jurisdictions do not allow the exclusion of certain warranties or liabilities; so in those cases, some of the above exclusions may not apply to you.
10. Force Majeure.
Neither party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
The Parties shall be released from liability for their full or partial failure to perform their obligations under this Contract if such failure is a consequence of force majeure circumstances (flood, fire, earthquake or other natural disasters, war, military actions, or large-scale strikes) provided that such circumstances were beyond the Parties’ control and have made it impossible for either of the Parties to discharge its obligations under this Contract.
The Party which is unable to comply with terms and conditions of this Contract shall notify the other Party as soon as reasonably practicable.
Any notices or communications under this Agreement shall be by electronic mail and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below.
All Things Greek, LLC
12. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
This Agreement and the relationship between the Client and All Things Greek shall be governed by the laws of the state of Ohio without regard to its conflict of law provisions. All disputes, the Client agrees to submit to the personal and exclusive jurisdiction in the state of Ohio. All Things Greek’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
The Client shall perform her obligations under this Agreement in a professional and diligent manner. The All Things Greek shall provide such access to its information and property as may be reasonably required to permit the Client to perform her obligations hereunder. The Client shall cooperate with the All Things Greek personnel, shall not interfere with the conduct of All Things Greek’s business, and shall observe all rules, regulations, and security requirements of All Things Greek concerning the safety of persons and property.
Both parties agree that work product identified or designated by either party as confidential or proprietary will not be misappropriated by either party. During the term of this Agreement, either party may disclose (the “Disclosing Party”) or make available to the other party (the “Receiving Party or Recipient”), whether orally, electronically or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products or services in connection with this Agreement (together, “Confidential Information”). For purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, including, without limitation, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend “Confidential” or an equivalent designation.
All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipient may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.
16. Independent Contractor Status.
All Things Greek shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of the Client.
17. Successors and
This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation or organization with which, or into which, All Things Greek may be merged or which may succeed to its assets or business.
No delay or omission by All Things Greek in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by All Things Greek on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
19. Amendments of terms and conditions.
Client understands and acknowledges that All Things Greek may amend the terms and conditions of future agreements between the parties as they are renewed. Client agrees to be bound by such amendments to All Things Greek terms and conditions as they will appear in All Things Greek’s website.