THE FOLLOWING USER TERMS OF SERVICE ARE IMPORTANT, AND AFFECT CUSTOMER’S LEGAL RIGHTS UNDER THIS AGREEMENT. PLEASE READ THEM CAREFULLY.
User Terms of Service for all products, subscriptions, and services for:
Killerspots.com, Inc. [Killerspots Agency]
The following are terms of a legal agreement (“Agreement”) between Killerspots.com and its
affiliated and related companies (collectively, “Killerspots.com”), and the party purchasing
services or acting on the purchaser’s instructions or by the purchaser’s permission
(“Customer”). This Agreement governs Customer’s use of and access to all services provided by
Killerspots.com, including the Killerspots.com website.
This Agreement takes effect when Customer completes the purchase of any online subscription.
By purchasing an online subscription, Customer represents it has the power and authority to
enter into this Agreement, and that this Agreement constitutes a valid and binding obligation.
To the extent there is any discrepancy or conflict between this Agreement and other
communications with Killerspots.com and its employees, this Agreement shall control.
Services and Promotions. Killerspots.com provides Website design; Social Media monthly
management; Search Engine Optimization; Email campaigns, Inbound Marketing; Produced
radio and television commercials and web video productions; and Promotional services,
including Facebook and other Social Media enabled applications, website plugins, surveys, polls,
and other market data gathering activities (collectively, “Services”).
Definitions. “Server” means the computer server equipment in connection with the
provision of Services. “Web Site” means the area on the Server allocated by Killerspots.com to
Customer for Customer’s use as a site on the Internet. “User Submissions” means all
information or content provided by Customer to Killerspots.com.
- Payment. Payment must be made by credit card, unless Killerspots.com agrees in writing to other payment terms. If Customer elects a month-to-month subscription, Killerspots.com will bill Customer’s credit card the fee stated at the time of purchase plus any applicable tax each month. If Customer elects an annual subscription, Killerspots.com will bill Customer’s credit card the fee stated at the time of
purchase plus any applicable tax each month of Customer’s one-year term. Customer’s
subscription begins immediately upon successful completion of the electronic registration process and confirmation of payment. Customers approved to pay by check will be charged a $55 “returned check” charge for each check unpaid by the bank for any reason. Killerspots.com reserves the right to charge a late payment fee of 1.5% per month against overdue amounts or
the maximum rate permitted by law, whichever is less. Customer is responsible for the
payment of all taxes, charges, surcharges, and fees assessed or imposed on the Services.
Killerspots.com reserves the right to suspend the provision of Services to Customer if any sum
payable is not paid on or before the due date.
Cancellation. Killerspots.com may cancel the Services upon 30 days prior notice to Customer.
Customer may cancel its subscription upon 30 days prior notice by calling Customer Support or
accessing its online account at www.Killerspots.com. Services will terminate after the end of the
Customer’s final billing cycle after proper notice. Customer shall be responsible for all fees and
payments due Killerspots.com through the end of the final billing cycle. At the time Services
terminate, Killerspots.com’s website design and all social media applications including all the
files and databases associated with Customer’s account will be deleted. If Customer wishes to
continue to use the website designed by Killerspots.com, Customer may purchase the website
template and design for a buyout charge determined by Killerspots.com. Customer may
terminate its account and end its use of the Services after proper notice for any or no reason;
provided, however, Customers seeking to cancel an annual subscription after the first 48 hours
will be charged 50% of its remaining subscription obligation (for example, a customer cancelling
with 6 months remaining on its annual subscription will be charged for 3 months). If Customer
has paid in full for an annual subscription but cancels while having unused months not yet paid
for, the remaining unused amounts will not be refunded. Domains, SSL certificates, IP
addresses and any additional services ordered are not eligible refunds or partial refunds. All
Sales are final on all television, video, radio or audio production services with Killerspots, Inc. If
customer wishes to cancel a project, Killerspots will issue a credit of the same amount to the
customer’s account. All credit amounts must be used within one calendar year of cancellation.
Default. If Customer breaches any provision of the Agreement, including its payment
obligation, Customer shall be in default and all unpaid amounts shall become immediately due
and payable, and Killerspots.com shall be entitled to suspend the Services and/or terminate this
Agreement immediately without notice to Customer. Additionally, Killerspots.com is entitled to
consider Customer in default if Customer becomes insolvent or goes into insolvent liquidation,
suffers the appointment of an administrator or receiver, or enters into a voluntary forbearance
arrangement with its creditors.
Suspension of Services. Killerspots.com may suspend all or part of the Services or Customer’s
access to the Services or may (i) delete, disable or deactivate Customer’s account, block
Customer’s email or IP address, or otherwise terminate Customer’s access to or use of the
Services, (ii) remove and discard any Content within any account or anywhere on the Site or (iii)
shut down an account, with or without notice, and with no liability of any kind to Customer if:
(a) if Customer is delinquent on payment obligations for ten (10) days or more; (b) upon receipt
of a subpoena or law enforcement request; or (c) if Killerspots.com has reason to believe that
Customer’s use of the Services jeopardizes Killerspots.com’s ability to provide services to
others, creates a security risk, or exposes Killerspots.com to liability. Killerspots.com does not
issue credits or refunds for the time during which Services are suspended due to Customer
various state, federal and international privacy policies. To the extent Killerspots.com collects
personally identifiable information, it does so solely for the provision of Services to its
Customers and potential Customers. Killerspots.com limits access to all personally identifiable
information gathered within its organization and data is never shared outside of the company.
Killerspots.com may contact Customer in connection with the Customer’s subscription and use
Customer’s personally identifiable information when Customer accesses future subscriptions or
utilizes the Killerspots.com applications. Customer may also grant Killerspots.com permission
within Facebook applications running on the Killerspots.com platform that allows
Killerspots.com to share Customer’s activity within applications on the Facebook platform and
post on Customer’s behalf. These permissions may or may not be required for Customer to
participate in certain Promotions and Customer may revoke these permissions at any time in its
Facebook privacy settings. Customer may request that its collected personally identifiable
information be deleted from Killerspots.com, systems at any time by sending its request to
Website and Services Access. Killerspots.com grants Customer permission to use its websites
and the Services as set forth in this Terms of Service, provided that: (a) its use of the services as
permitted is solely for its own use and not for the purposes of resale or redistribution; (b)
Customer will not copy or distribute any part of the website or the services in any medium
without Killerspots.com’s prior written authorization; (c) Customer will not alter or modify any
part of the website or the services other than as may be reasonably necessary to use the
website or the services for its intended purpose; and (d) Customer will otherwise comply with
the terms and conditions of these Terms of Service.
Customer Account. In order to access some features of the Services, Customer may have to
create an account with Killerspots.com. Customer shall never use another party’s
Killerspots.com account without the permission of Killerspot.com. Customer shall provide
accurate and complete information when creating an account. Customer shall not use any of
the Services to impersonate any person or entity, or falsely state or otherwise misrepresent
itself or its affiliation. Customer is solely responsible for the activity that occurs on its account,
and Customer must keep its account password secure. Customer must notify Killerspots.com
immediately of any breach of security or unauthorized use of its account. Although
Killerspots.com will not be liable for its losses caused by any unauthorized use of its account,
Customer may be liable to others as well as Killerspots.com if its account is used in violation of
these Terms of Service.
Prohibitions. Customer agrees not to use or launch any automated system, including
without limitation, “robots,” “spiders,” “offline readers,” etc., that access Customer’s Web Site.
Notwithstanding the foregoing, Killerspots.com grants the operators of public search engines
permission to use spiders to copy materials from Killerspots.com’s website for the sole purpose
of creating publicly available searchable indices of the materials, but not caches or archives of
such materials. Killerspots.com reserves the right to revoke these exceptions either generally or
in specific cases. Further, Customer agrees not to collect or harvest any personally identifiable
information, including account names, from the Web Site, nor to use the communication
systems provided by the Web Site for any commercial solicitation purposes. Customer agrees
not to upload, post, email, transmit, or otherwise make available any unsolicited or
unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid
schemes,” or any form of solicitation. Customer agrees not to solicit, for commercial purposes,
any users of the Website or the services with respect to their User Submissions. Customer
agrees not to circumvent, disable or otherwise interfere with security related features of the
Website or features that prevent or restrict use of copying of any Content or enforce limitations
on use of the Website, the Services or the Content therein.
Intellectual Property Rights. The content on the Website and the Services, except all User
Submissions, including without limitation, the text, software, scripts, graphics, pictures, photos,
sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service
marks and logos contained therein (“Marks”), are either owned by or licensed to
Killerspots.com, Inc., and are subject to copyright and other intellectual property rights under
United States and foreign laws and international conventions. Such Content and Marks shall
not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed,
or otherwise exploited by Client or any other party for any purposes whatsoever without the
prior written consent of Killerspots.com, Inc. All video b-roll / content / raw footage shot by
KillerSpots.com, Inc. team or its vendors to create agreed paid content for client is the exclusive
property of Killerspots.com Inc. unless otherwise agreed upon in writing. All content, including
raw footage may be licensed to the client at Killerspots.com, Inc’s discretion. All projects and
services will remain property of Killerspots.com, Inc. until balances are paid in full.
Killerspots.com, Inc. reserves all rights not expressly granted to the Website, Content and
Services and Marks provided. Killerspots.com may, in appropriate circumstances and at its
discretion, disable and/or terminate the accounts of Customers it believes to be willfully
infringing the intellectual property rights of Killerspots.com, Inc. or third parties.
User Submissions and Third-Party Intellectual Property Rights. Customer represents and
warrants to Killerspots.com that all User Submission is solely owned by Customer and does not
and will not violate any law or infringe upon the rights of any third party, including, without
limitation, any intellectual property rights, publicity rights, or rights of privacy. Customer is in
the best position to know if the content Customer posts is legally allowed and should review
web resources devoted to providing information about copyright and fair use. Customer
agrees to indemnify and hold Killerspots.com harmless for any claim, liability, damages, costs
and expenses (including reasonable attorney fees) arising from of or related to the User
Domain Name Registration. Killerspots.com makes no representation that the domain
name Customer wishes to register is available to be registered by or for Customer or that the
domain name will be registered in Customer’s name. Customer should therefore not assume
registration of its requested domain name(s) until Customer has been notified of registration by
the relevant naming authority (e.g., ICANN). Any action taken by Customer before such
notification is at Customer’s own risk. The registration and use of Customer’s domain name is
subject to the terms and conditions of use applied by the relevant naming authority. Customer
shall ensure that Customer is aware of, and complies with, those terms and conditions. Customer shall have no right to bring any claim against Killerspots.com for refusal to register a
domain name. Killerspots.com shall have no liability in respect of the use by Customer of any
domain name. Any dispute between Customer and any other person must be resolved
between the parties concerned in such dispute. If any such dispute arises, Killerspots.com shall
be entitled, at its discretion, to withhold, suspend or cancel the domain name. Killerspots.com
will not release any domain name to another provider unless Customer has remitted full
payment of all amounts due and payable to Killerspots.com, including costs related to
registering the domain name.
Customer Acknowledgments Regarding Web Site Hosting and Email. Customer
acknowledges that it has been informed of and accepts the following limitations to the Services
provided by Killerspots.com.
14.1. Accuracy of Information. Killerspots.com makes no representation and gives no warranty
as to the accuracy or quality of information received by any person via the Server.
14.2. Lost or Damaged Data or Emails. Killerspots.com shall have no liability for any loss or
damage to any data stored on the Server. Killerspots.com will use every reasonable endeavor
to ensure the integrity and security of the Server but makes no guarantee that the Server will
be free from unauthorized users or hackers and shall be under no liability for non-receipt or
misrouting of email or for any other failure of email. Customer shall affect and maintain
adequate insurance coverage in respect of any loss or damage to data stored on the Server.
14.3. Service Availability. Killerspots.com shall make reasonable endeavors to make available to
Customer at all times the Server and the Services, but it shall not, in any event, be liable for
interruptions of Service or down-time of the Server.
14.4. Account Security. Customer shall keep secure any identification, password and other
confidential information relating to its account and shall notify Killerspots.com immediately of
any known or suspected unauthorized use of its account or breach of security, including loss,
theft, or unauthorized disclosure of its password or other security information.
14.5. Customer Responsibilities. Customer shall observe the procedures which Killerspots.com
may from time to time prescribe and shall make no use of the Server which is detrimental to
other Killerspots.com customers. Customer is responsible for monitoring its own
disk/bandwidth usage and will be charged for excess usage should Customer surpass its allotted
disk/bandwidth usage. Customers utilizing free hosting shall exclude themselves from
promotions offered and afforded to paying Customers and shall display an advertising banner
as supplied by Killerspots.com. Customer will refrain from using programs which consume
excessive system resources including, but not limited to, processor cycles and memory.
Killerspots.com does not host IRC, 1RC hots, or other server resource intensive programs.
Customers accessing other networks connected to Killerspots.com must comply with the rules
appropriate for those other networks.
14.6. Email Rules and Restrictions. Customer shall ensure that all email is sent in accordance
with applicable laws and regulations (including data protection legislation) and in a secure
manner. Sending unsolicited mail messages, including, without limitation, commercial
advertising and informational announcements, is expressly prohibited. Customer shall not use
another sites mail server to relay mail without the express permission of the site. It is contrary
to Killerspots.com policy for Customers to use our servers (i) to send mass e-mailings, whether
unsolicited, opt-in, or otherwise, and (ii) to engage in any of the foregoing activities using the
service of another provider, but channeling such activities through a Killerspots.com provided
server, or using a Killerspots.com provided server as a mail drop for responses. Customer shall
be held liable for any and all costs incurred by Killerspots.com as a result of its violation of these
rules and restrictions. This includes, but is not limited to, attorney fees and costs resulting from
Postmaster responses to complaints from and the cleanup of unsolicited commercial mailings
and/or unauthorized bulk mailings and/or news server violations. Killerspots.com’s current
hourly rate for Postmaster responses to complaints and cleanup of unsolicited commercial
mailings and/or unauthorized bulk mailings and/or news server violations is US $365 per hour,
with a minimum two (2) hour charge, plus US $5 for each bulk-email or message sent, plus US
$5 per complaint received. Server maintenance fees of $210 per hour may also apply.
Unlawful and Inappropriate Uses Prohibited. Customer represents, undertakes and
warrants to Killerspots.com that Customer will use the Web Site allocated to Customer only for
lawful and appropriate purposes, and will comply with all applicable rules, laws, and
regulations. Customer is solely responsible for the use of the Services by any person who gains
access to Customer’s data.
15.1. Unlawful Conduct. Customer will not use the Server in any manner which infringes any
law or regulation or which infringes the rights of any third party; nor will Customer authorize or
permit any other person to do so. Customer will not post or transmit any material which
constitutes, or encourages the commission of a criminal offence, or which infringes any patent,
trademark, design right, copyright or any other intellectual property right or similar rights of
any person which may subsist under the laws of any jurisdiction.
15.2. Inappropriate Conduct. Customer will not post, link to or transmit (a) any material which
is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous,
profane or otherwise objectionable as determined by Killerspots.com in any way, or (b) any
material containing a virus or other hostile computer program. Customer will not falsify user
information provided to Killerspots.com or to other users of the service in connection with use
of a Killerspots.com Service. Customer will not send bulk email, whether opt-in or otherwise,
from our network. Nor will Customer promote a site hosted on our network using bulk email.
15.3. Torturous Conduct. Customer shall not post defamatory, scandalous, or private
information about a person, intentionally inflict emotional distress, or violate trademarks,
copyrights, or other intellectual property rights.
15.4. Consequences of Violation. Killerspots.com may, at its sole discretion, restrict, suspend,
or terminate Customer’s account and/or pursue other civil remedies. Killerspots.com reserves
the right to remove from its web site without notice any material which it deems, in its sole
discretion, inappropriate. Killerspots.com does not host Warez, Underage Adult, Pornographic,
or Copyrighted Media content.
Support Services. Killerspots support services at the present time consist of solving Server-
related problems only. If Customer requires support for its scripting, there are several online
tutorials available. Alternatively, Customer may purchase Killerspots.com’s technicians’ services
at the rate of $265 per hour, with one half hour minimum billed. Killerspots.com reserves the
right to waive this fee at any time. Support Services can only be provided in English.
Disclaimer of Warranty. THE SITE, THE CONTENT AND THE SERVICES ARE PROVIDED TO
CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES FROM
KILLERSPOTS.COM OF ANY KIND, EITHER EXPRESS OR IMPLIED. KILLERSPOTS.COM EXPRESSLY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT. KILLERSPOTS.COM DOES NOT REPRESENT OR WARRANT THAT SITE CONTENT
IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS
ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF
THE SITE, THE CONTENT OR ANY PORTION THEREOF. KILLERSPOTS.COM MAKES REASONABLE
EFFORTS TO ENSURE ITS SERVICES WILL FUNCTION AS CLAIMED BUT DOES NOT GUARANTEE
THAT THE SERVICES WILL ALWAYS BE AVAILABLE. SERVICES WILL OCCASIONALLY BE
UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. IN ADDITION,
CUSTOMER AGREES THAT KILLERSPOTS.COM WILL NOT BE HELD RESPONSIBLE FOR ANY
CONSEQUENCES TO CUSTOMER THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE
INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, ETC. While
Killerspots.com attempts to make its access to and use of the Site safe, Killerspots.com does not
represent or warrant that the Site or any Content are free of bugs, viruses, Trojan horses, or
other harmful components which may be transmitted to or through the site or the services.
17. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL KILLERSPOTS.COM, ITS
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ASSIGNS
AND AGENTS BE LIABLE FOR ANY ACTUAL OR POTENTIAL DAMAGE THAT MAY BE CAUSED TO
CLIENT INCLUDING WITHOUT LIMITATION, ANY LOSS OF MONEY, GOODWILL, REPUTATION,
SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION ANY LOSS OF DATA OR BREACH OF DATA SECURITY) THAT RESULT FROM
THE USE OF, OR THE INABILITY TO USE, THE SERVICES, EVEN IF KILLERSPOTS.COM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT AND WITHOUT LIMITING THE
GENERALITY OF THIS SECTION, TO THE EXTENT PERMITTED BY LAW, CLIENT AGREES THAT
KILLERSPOT.COM’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES AND LOSSES ARISING FROM
CLIENT’S USE OF THE SERVICES WILL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CLIENT
TO KILLERSPOTS.COM FOR THE SERVICES DURING THE 3 MONTH PERIOD PRIOR TO THE
OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT.
Indemnification. To the fullest extent permitted under law, Customer will defend,
indemnify and hold Killerspots.com harmless from and against any claims, damages, losses,
liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to
any misrepresentation or breach of this Agreement or violation of any applicable law,
regulation, or order. Customer will also defend, indemnify and hold Killerspots.com harmless
from and against any claims, damages, losses, liabilities, costs, and expenses (including
reasonable attorney fees) relating to any claim brought against Killerspots.com by a third party
resulting from the provision of Services by Killerspots.com to Customer and its use of the
Services and the Server.
Force Majeure. Except for payment obligations, neither party will be liable to the other for
any failure to perform under this Agreement during any period in which performance is delayed
by circumstances beyond its reasonable control, such as fire, explosion, power blackout,
earthquake, flood, severe storms, strike, riot, embargo, labor disputes, acts of civil or military
authority, war, terrorism (including cyber terrorism), hacks, acts of God, acts or omissions of
internet traffic carriers or action or omissions of regulatory or governmental authorities (“Force
Majeure”). If the Force Majeure event lasts longer than 30 days, then either party may
terminate this Agreement. Customer acknowledges and agrees that its data may not be
recoverable in the event of Force Majeure.
20. Headings. Headings are included in this Agreement for convenience only and shall not
affect the construction or interpretation of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement and understanding
between the parties and supersedes all prior and contemporaneous agreements and
understandings, whether written, oral or implied with respect to the subject matter hereof.
This Agreement may not be added to, modified or superseded except in a writing signed by an
authorized representative of the party to be charged.
Future Changes to this Agreement. Killerspots.com reserves the right to change the terms of
this Agreement at any time. Killerspots.com will make best efforts to notify Customers in
advance via email regarding changes to the terms and conditions of this Agreement. Such
changes will become binding on Customer on the date they are posted to Killerspots.com’s
website and no further notice by us is required upon Customer’s continued use of the Service.
The Agreement as and when posted supersedes all previously agreed to electronic and written
terms of service.
- Severability. The provisions of this agreement are separate and divisible and if any court of
competent jurisdiction will determine any provision of this Agreement to be void and/or
unenforceable, the remaining provision or provisions will be construed as if the void and/or
unenforceable provision or provisions were not included in the Agreement.
- Notices. All notices required by this Agreement or relating to the Services herein shall be
deemed given if sent by electronic means to the primary email address for Customer on file
with Killerspots.com, or if mailed postage pre-paid, registered, or certified mail, return receipt
requested, or by nationally recognized overnight courier. All notices to be considered valid
under this Agreement shall be sent to the primary email address or primary physical address
identified in Customer’s electronic registration.
Successors and Assigns. This Agreement will be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and permitted assigns. Customer may not
assign this Agreement or any rights or obligations under this Agreement to a third party without
Killerspots.com’s prior written consent. Killerspots.com may assign, sell, or transfer this
Agreement, in whole or in part, at any time or from time to time.
Governing Law; JURY WAIVER. This agreement will be governed by and construed in
accordance with the laws of the State of Ohio, without reference to its conflicts of laws
principles. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS CONSTITUTES A WAIVER OF A
TRIAL BY A COURT OR JURY.
No Waiver. The failure of either party to enforce any provision of this Agreement will not
constitute a present or future waiver of such provision nor limit either party’s right to enforce
such provision at a later time. All waivers must be in writing to be effective.