Terms of Service | Privacy Policy

28 July 2012, 20:26

Asa Shatkin

Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

1. Definitions
“Agreement” means these Terms of Service and all materials referred or linked to in here.

“Billing Period” means the period for which you agree to pay fees.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

“Customer Data” means all information that you submit or collect via the Subscription Service.

“Customer Materials” means all materials that you provide or post, upload, input or submit to us for public display.

Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing Design or Consulting Services.

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Site Visit” means interaction with your website by a single visitor in a single session.

“Retainer Term” means the Initial Retainer Term and all Renewal Retainer Terms.

“We”, “us” or “our” means Shebang Online Marketing.

“You”, “your” or “Customer” means the person or entity receiving the Consulting Services and identified in the applicable billing statement, Order Form or Statement of Work as the customer.

2. Design and Consulting Services

You may purchase Consulting Services through an Order Form or Statement of Work. Unless otherwise described in a Statement of Work or Order Form, the Consulting Services we provide are described at http://www.shebangdesign.com/online-marketing-services/. Unless otherwise agreed, all Consulting Services are performed remotely.

For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of receipt of the invoice.

Hours purchased as part of a consulting package expire as set forth in the Order Form, but in any case no later than one hundred and eighty (180) days from purchase. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancelable and all fees for Consulting Services are non-refundable.

3. Fees and Payments

a. Retainer Fees. The Retainer Fee will remain fixed during the Agreement Term.

b. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Retainer Term and all subsequent Billing Periods. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

c. Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within fifteen (15) days from the date of the invoice, unless otherwise specified in the invoice.

  1. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Account Page within your Freshbooks portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance.

g. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of our Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income.

4. Retainer Terms and Renewal

a. Initial Retainer Term. The initial retainer term shall begin on the effective date of your Retainer and expire at the end of the period selected during the retainer  process (“Initial Retainer Term”).

b. Renewal Retainer Term. Unless one of us gives the other written notice that it does not intend to renew the retainer, this Agreement will automatically renew for the shorter of the Initial Retainer Term or one year (“Renewal Subscription Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Retainer Term. The Renewal Retainer Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your agreement or, if not specified in the Order Form, on our standard pricing available at http://www.shebangdesign.com/internet-marketing-pricing-seo-packages. Should you decide not to renew, you may send the notice of non-renewal by email to asa@shebangdesign.com.

c. End of Retainer Term. The Retainer Term will end on the expiration date and cannot be canceled before its expiration.

5. Shebang’s Proprietary Rights

We retain all ownership rights in our Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. The Shebang logo, and other marks that we use from time to time is our trademark and you may not use it without our prior written permission.

We encourage all customers to comment on our Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into our Consulting Services, without payment to you.

6. Customer’s Proprietary Rights

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide Consulting Services to you. If you are receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

7. Confidentiality.

The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

8. Customer Responsibilities.

To realize the full value of our Consulting Services, your participation and effort are needed. Resources that are typically required from you include a Project Manager, one or more Content Creators, a Sales Sponsor, an Executive Sponsor and a Technical Resource. Responsibilities that are typically required include planning of marketing programs; setting of a content creation calendar; creating blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

9. Publicity

You grant us the right to add your name and company logo to our customer list and website.

10. Customer Data

a.  We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct. We will use Customer Data only in order to provide the Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at http://www.shebangdesign.com/policies/.

b. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.

11. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

12. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF  OUR CONSULTING SERVICES FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF RETAINER, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE RETAINER SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

13. Termination, Suspension and Expiration

a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Retainer Term.

14. General

a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Retainer Service.

If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.

b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

f. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of Consulting Services\.  You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

g. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

h. Entire Agreement. This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy and AUP, is the entire agreement between us for Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website.

i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

m. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.

Privacy Policy

We are committed to protecting your privacy.  The information you enter on our site is held in confidence between you and us.  We do not sell, trade, or rent your personal information to others.

Privacy of Client Records
We consider records to be confidential for all of our clients. Information that is not considered public includes documents, strategic plans, proposals, visual concepts, and similar material. Completed design work from client projects may be presented as examples on our website or in printed material unless advised otherwise in a written statement.

Data Collected by our Agency
When registering for additional inbound marketing information, purchasing a product, or freely entering information on our website, personal data is collected and entered into our system. By means of cookies and various technologies, we then use your information to improve your overall site experience such removing the need to re-enter your information to access hidden content. Recorded data when visiting our site includes the IP address, the URL, the type of browser, and the time and date of your visit.

How Your Information is Used 
After receiving your information, it may then be used to communicate with you regarding your topic of interest, to inform you of new products or services, or other related content depending on the form you submitted. You may choose to “opt-out” of email communication with us at any time by clicking the unsubscribe link in our email. Collected information may also be used to develop our inbound marketing services through examination, research and analysis.

Your Choice to Enter Information
As often as possible we offer options for the personal information you submit. You have the opportunity to refuse submission of personal information, as well as the ability to prevent cookies in your browser. Denying these options is not suggested, as it may reduce the effectiveness and ability of our services to function correctly. Access to your personal information will be granted when possible for desired changes or alterations.

This privacy policy is subject to change without notice and was last updated on 30 July, 2015. If you have any questions feel free to contact us directly:

Asa Shatkin
Shebang Online Marketing
150 East Palmetto Park Road, Suite 800
Boca Raton, FL 33432

  • Contact Information

    Asa Shatkin – Founder, Creative Director
    Phone: 231.742.8546
    Email: asa@shebangdesign.com
    Snail Mail:
    20283 State Road 7, Suite 209
    Boca Raton, FL 33498
  • Asa Shatkin – Founder, Creative Director

    Asa is a designer with a passion for innovative internet marketing strategies that generate traffic, create leads and customers. Before starting the internet marketing group, Shebang, Asa worked as Creative Director for Bluegreen Resorts, Ashford.com, and Diamond.com.

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  • About Shebang

    Shebang is an online Marketing Group located in Boca Raton, Florida. Originally founded with a focus in print and web design, Shebang has since expanded its focus to include all aspects of inbound marketing and website development. Shebang acts as online marketing consultants for our clients, offering creative website design and effective internet marketing services.