This MASTER SERVICES AGREEMENT (the
“Agreement”) is entered into by All Things Greek (“the Company”), and the
“Client”.
1. Definitions
“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;
Please read these Master Service
Agreement, Privacy Policy and Terms of Services carefully as they form a
contract between You and All Things Greek and govern use of and access to the
Service and Website by You whether in connection with a paid subscription to
the Service or a free trial of the Service.
Any questions about these terms,
licensing, agreements or contracts should be sent to info@allthingsgreek.us
2.
Subscriptions
Provider offers recurring prepaid
annual subscriptions (“Annual Subscriptions”).
By checking “I accept the privacy
policy and terms of service” and completing the business community member
(“Member Account”) sign-up process, by clicking the “Confirm Purchase” button
online (or similarly registering for the Service), or by registering and
agreeing to this Agreement through a All Things Greek sales
representative, the Client agrees to be bound by this Agreement. The individual
that submits the Client’s registration information to All Things Greek
represents and warrants to All Things Greek that the individual has the
capacity to enter into contracts that are not voidable because of the
individual’s age at the time of entering the contract, and has the power to and
is duly authorized by the Client to register the Client for the Service. If any
information provided by or on behalf of the Client is untrue, inaccurate, not
current or incomplete, All Things Greek has the right to terminate the
Client’s listing and refuse any and all current or future inclusion in the
Service.
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 info@allthingsgreek.us. 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.
5. Maintenance
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 info@allthingsgreek.us. 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 info@allthingsgreek.us 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.
8. Indemnity
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.
11. Notices.
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
info@allthingsgreek.us
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.
13. General.
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.
14. Cooperation.
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.
15. Confidentiality.
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
Assigns.
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.
18. Waiver.
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.
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