Terms and Conditions
CONTRACT PERIOD: If any is indicated on the product page itself.
DELIVERY OF WEBSITE/S: Lead generators are setup within 24 to 48 hours. Complete website builds are generally within 2 to 4 weeks depending on scope of work this may or not be slightly longer. If there is specific content or images the buyer would like use, and there is a delay in getting the buyers specific content the completion time can be delayed.
OWNERSHIP TRANSFER: All domain names used for websites are the property of iLocal USA, unless indicated in the agreement. All content and website files are owned by the buyer upon payment completion or setup.
SELLER’S REPRESENTATIONS: Seller represents and warrants that he/she has the right to sell the Website/s as provided in this Agreement. Furthermore, the Seller warrants that the Website/s is free, now and at the time of delivery, from any security interest, liens, outstanding titles, claims or any other outstanding encumbrances.
SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and their heirs, legal representatives, successors and permitted assigns.
GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, Pasco County.
NOTICE: Outside of the client’s contract period, client must give at minimum a 30 day notice of cancellation of services. Cancellation notices cannot be left on voicemail messages or emailed. They must be sent via certified mail, or can be requested via web link at www.iLocalUSA.com/cancel
ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Buyer and Seller.
JURISDICTION/DISPUTES: This Agreement shall be governed in accordance with the laws of the State of Florida. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Florida, county of Pasco, including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
FORCE MAJEURE: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
CONFIDENTIALITY: The parties agree to hold each others Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memorandum, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each others Proprietary or Confidential Information available in any form to any third party or to use each others Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.
Client Indemnity: Client shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Company (the “Client Content”), or (b) a claim that Company’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
REVISIONS AND REWRITES: Upon completion of the scope of work listed on pages 1 and 3 of this agreement, the client may request 2 to 3 maximum revisions that would include initial content, images and video. This does not include re-shooting video unless the original video produced was in error or distorted in some way.
SCOPE CREEP: iLocal USA is responsible for producing the scope of work detailed on pages 1 and 3 of this contractual agreement. This would include the initial build and monthly updates as well as SEO services as part of the monthly package cost. Should the client request additional work over and above the original scope of work detailed on pages 1 and 3 of this contractual agreement, those additional services will be invoiced separately at an additional cost agreed upon by the buyer and seller.
POINT OF CONTACT: Please call our office to indicate a specific individual authorized to request changes regarding scope of work, monthly updates or account revisions. Any changes pertaining to any of these areas must be authorized by this individual. If not we will assume the buyer is the authorized representative.
LATE FEE’s: All payments are due by the due date indicated on your invoice. Grace period for payments received post due date is 7 days. Payments received after the 7 day grace period are subject to a $10 late fee, which will be billed on the following invoice. All accounts 60 days past due will be considered in default. Accounts 90 days past due will be placed in collection. Collection fees are 33% of the balance due, plus the entire balance of the remaining months of this contractual agreement. If legal action is required to collect these monies, client will be responsible for all sellers attorney’s fees, including filing fees, court costs and collection fees.
For questions pertaining to the terms and conditions outlined on this page please contact:
iLocal USA LLC
27251 Wesley Chapel Blvd #612
Wesley Chapel, FL 335544
Toll: (877) 700-7667
Phone: (813) 990-0246
Fax: (813) 436-5334