FAST-TEKS PRO FRANCHISEE MOBILE WEBSITE RESELLER AGREEMENT

Transcription

1 FAST-TEKS PRO FRANCHISEE MOBILE WEBSITE RESELLER AGREEMENT This Mobile Website Services Agreement (Agreement) is between Horizon Web Marketing ( Horizon ) and the online enrollee, ( Franchisee ), contracting to participate in HORIZON s Mobile Website Reseller Program (the Service). The terms of this Agreement shall commence on date of Reseller Enrollment submission. 1. THE SERVICE The Service consists of mobile web solutions for existing Internet websites. FRANCHISEE may use the Service for FRANCHISEE s personal and business use or for resale to FRANCHISEE s clients, as long as FRANCHISEE is in compliance with all provisions of this Agreement. Mobile website: Horizon will provide mobile websites with the following features: Smartphone compatible (compatible with all major platforms including iphone, Android, Blackberry and Windows phones) Click to Call (call with the push of a button) Google maps GPS to provide instant directions to mobile users Auto-sync with the desktop website to provide consistent branding and incorporate content changes over time Hosting and maintenance Monthly subscription with no long term commitment Technical limitations: Please note that a mobile site cannot be built if a parent site does not exist (which presents an excellent upsell opportunity). Additionally mobile sites cannot be built if the parent site has any of the following: Sites that use frames Flash sites (flash is no longer supported by Apple or Android smartphones) Complex database searches Logins, members areas, or any part of a website that is password protected Particularly complicated forms or long forms and captchas Sites built on Wix, One-and-One and similar build-it-yourself platforms Most mini-sites that are subdomains of larger sites Call for information on mobile e-commerce solutions In providing the Service, HORIZON obtains and relies on certain information from third parties and third party software and applications. HORIZON cannot guarantee the accuracy or completeness of such data. HORIZON does not claim ownership of the Content submitted on mobile website (the Site). By submitting Content to us for inclusion on FRANCHISEE s mobile website, FRANCHISEE grants us a world-wide, royaltyfree, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting FRANCHISEE s mobile website, and storing it on our servers. This license exists only for as long as FRANCHISEE continues to be our customer and shall be terminated upon receiving written notice from FRANCHISEE. FRANCHISEE acknowledges that we do not pre-screen content, however, we reserve the right (but not the obligation) in our sole discretion to refuse or remove

2 any Content that is available to third parties via the Service. Without limiting the foregoing, we shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. It is FRANCHISEE s obligation to ensure that FRANCHISEE fully complies with all applicable laws, regulations and directives with regard to the use of the Service. For the avoidance of doubt, the ability to access the Service does not necessarily mean that FRANCHISEE s use thereof is legal under relevant laws, regulations and directives. 2. ORDER PLACEMENT AND FULFILLMENT Mock-Up: To facilitate a sale, FRANCHISEE will provide notice to HORIZON of an interested lead who desires a mock up of their design and provide the prospect s URL and business name. Within two business days, Horizon will build a preview site and deliver it in a dynamic preview URL link to the franchisee for presentation to the prospect. The preview will be available for seven (7) days. Preview (unpaid) sites will not be made live except in agreed circumstances, such as free 15 day trial. Sale: Once a sale is made, FRANCHISEE will: Collect the design fees from the client and provide the client with a 5 business day turn around for launch of their mobile site. Have the client sign a Fast-Teks Pro Mobile Website Service Agreement. Send a written order to Horizon within 24 hours of the order that includes the following information: o Client business name o Website address o FTP access (user name, password) o Description of any requests (see projectscopesheet.doc) o Payment authorization for authorizing Horizon to collect fees from Franchisee (3. Below) o to mobile@horizonwebmarketing.com or fax to Review and approve the mobile site upon receipt from HORIZON before sending on to the client or inform HORIZON of any adjustments needed. Horizon will: Provide a preview mockup site as described above at request of FRANCHISEE Build mobile sites within product specs and customer preferences (if applicable): o Build/launch the mobile site within three business days from payment receipt from FRANCHISEE o Forward the site preview to FRANCHISEE for review o If a website is found not suitable for the mobile website program (for example, a Flash or Wix site), Horizon will let franchisee know as soon as possible and a refund of the Design fee will be made less 10% order handling fee. Provide ongoing Subscription services: o Provide the hosting platform and perform application software updates and other maintenance tasks o Regularly inspect and maintain synchronization of the mobile site with the parent site o Handle service requests from clients as needed for design changes (limitations may apply) o Provide written monthly statistical reporting to Franchisee for delivery to their client, documenting key activities on the mobile site.

3 3. PRICING AND PAYMENT Retail pricing is not set in this Agreement. Fast-Teks Pro Corporate may recommend retail end-user price levels for design and subscription fees, or FRANCHISEE may set their own retail price. Horizon s fees to FRANCHISEE ( Fees ) are as follows: One time Design fee: Monthly Subscription fee: $ per site $10.00 per site Fees are subject to change with 30 day written notice. Subscription fees are month to month and may be cancelled in writing at any time. Fees are due in advance and must be paid by Credit Card, ACH or Paypal. If fees are in arrears, FRANCHISEE will be notified. If payment is not brought current within 10 days, the mobile site will be taken down. Fees are non-refundable. FRANCHISEE shall be fully responsible for the payment of any taxes that apply to this Agreement, and FRANCHISEE s use of the Service. 4. ACCOUNT MANAGEMENT In case FRANCHISEE is deemed in violation of an of the terms of the Agreement, Horizon may, at our sole discretion and without notice or liability to FRANCHISEE or any third party, immediately suspend or terminate FRANCHISEE s account and refuse any and all current or future access to and use of the Service (or any portion thereof). Grounds for such termination may include, but are not limited to, non-payment of monthly fees, violation of the letter or spirit of this Agreement, or providing content that is inappropriate or offensive in our discretion. 5. USER CONDUCT FRANCHISEE may access and use the Service only for its purposes as intended by the normal functionality of the Site or Service, as long as FRANCHISEE is in compliance with all provisions of this Agreement. In connection with FRANCHISEE s use of the Service, FRANCHISEE agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, our policies or the operational or security mechanisms of the Service, and without limiting the foregoing FRANCHISEE may not: a) use (i) the Site, (ii) the Service, or (iii) any content, services, features, data, information, text, images, photographs, graphics, scripts, sounds, video, music, sound recordings, programming, logos, trademarks, service marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears on the Site or Service ("Content") to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk , spamming or any duplicative or unsolicited messages (commercial or otherwise);

4 b) harvest or otherwise collect non-public information about another user obtained through the Site or the Service (including without limitation addresses), without the prior written consent of the holder of the appropriate rights to such information; c) add a Site member to FRANCHISEE s or physical mailing list without their consent after adequate disclosure, or use their address or contact details for antisocial, disruptive, or destructive purposes, including "flaming," "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the internet; d) fail to deliver timely payment for FRANCHISEE s purchases; e) create or provide any other means through which the Service may be accessed, for example, through server emulators, whether for profit or not. We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Content, other than Content provided by us. 5. REDIRECT CODE As one of the final steps to publishing FRANCHISEE s mobile sites, FRANCHISEE may be required to install or have installed in the code of FRANCHISEE s client website a certain section of code that redirects customers to FRANCHISEE s mobile site ( Redirect Code ) when viewing FRANCHISEE client s website on a mobile device. In rare cases, installing Redirect Code incorrectly can cause a website to be impaired, malfunction or function differently. FRANCHISEE understands and acknowledges that the Agreement s Limitation of Liability (Sec. 7) applies to all foreseen and unforeseen situations arising from FRANCHISEE s installation of Redirect Code; in no way shall HORIZON be responsible for any claims, liabilities, loss or damages related to installation of Redirect Code. 6. COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN FRANCHISEE SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. HORIZON has adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of users who infringe or are believed to be infringing the rights of copyright holders: FRANCHISEE s notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Service; (d) information sufficient to permit us to contact FRANCHISEE, such as FRANCHISEE s physical address, telephone number and address; (e) a statement by FRANCHISEE that FRANCHISEE have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by FRANCHISEE that the information in the notification is accurate and, under penalty of perjury that FRANCHISEE are authorized to act on the copyright owner's behalf. The Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, HORIZON reserves the right at any time and in our sole discretion, to remove content which in our sole judgment appears to infringe the intellectual property rights of another person. 7. LIMITATION OF LIABILITY

5 TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL HORIZON BE LIABLE FOR ANY INJURY, DEATH, ACT OF GOD, ACCIDENT, DELAY, DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THIS SITE OR THE SERVICE (INCLUDING WITHOUT LIMITATION INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THIS SITE OR THE SERVICE), (II) ACTION OR INACTION IN CONNECTION WITH THIS AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) STATEMENTS OR CONDUCT OF FRANCHISEE OR ANY THIRD PARTY ON THIS SITE OR FRANCHISEE S WEBSITE OR MOBILE WEBSITE, INCULDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether based on contract, tort, negligence, strict liability or otherwise. All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and FRANCHISEE. FRANCHISEE agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or in connection with the Site, the Service, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred. In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, FRANCHISEE agrees that HORIZON s aggregate liability shall not exceed amount paid by FRANCHISEE to us pursuant to this Agreement. 8. GOVERNING LAW This Agreement will be governed by laws of the State of Nevada without regard to its choice of law or conflicts of law principles. The parties consent to the exclusive jurisdiction and venue in the courts in Nevada, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.