Terms of Service
This Terms of Service Agreement ("Agreement") is hereby entered into between you, your employees and agents (collectively "Customer") and Huson Creative (herein “Huson Creative”) and applies to the purchase of all Social Media Management, Message Platform, Email Marketing, Website Development and Website Management, Requested Hourly Projects, and any other services (hereinafter collectively referred to as "Services") ordered by Customer.
Any new features or tools which are added to Huson Creative’s current website shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. Huson Creative reserves the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to our website or our Services following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
Term and Termination – This Agreement shall be effective as of the date Customer signs up for the Services. This Agreement may be terminated by either party without cause upon mailing of sixty (60) days written notice to the other.
Services – Huson Creative agrees to provide Customer with the Services as described in this Agreement. Should the services include Social Media Management, Huson Creative shall post content regularly to each social media channel on behalf of Customer according to the frequency and social media channels ordered by Customer; Reply, Like, Share, Comment on behalf of Customer, forward issues that may arise to Customer for handling. ****For a special event only the Services shall include: up to six posts per social media site per campaign. Customer agrees to provide details of the special event to Huson Creative at least three weeks prior to the event date. Should the services include Website Development, Huson Creative shall develop a new website (design or redesign) for Customer that is mobile-friendly, SEO (Search Engine Optimization) ready and integrates social media channels (if applicable). Customer is responsible for all initial and recurring costs associated with website hosting via Squarespace. Huson Creative shall set up Squarespace billing on behalf of Customer. Customer is responsible for all initial and recurring costs associated with domain account. Huson Creative will connect the domain url to website for Customer. Should the services include Message Platform, Huson Creative shall provide custom-written blog articles regularly to Customer website on behalf of Customer according to the frequency ordered by Customer. Message Platform is only available to Huson Creative Website Development Customers. Each article shall include 300-500 words, website publishing, and marketing promotion including RSS feed, social media (if Customer is also using Huson Creative Social Media Management Services), e-newsletter (if Customer is also using Huson Creative Email Marketing Services). Should the services include Email Marketing, Huson Creative shall publish content via email marketing software regularly on behalf of Customer according to the frequency and contact list size ordered by Customer. Email Marketing is only available to Huson Creative Message Platform Customers. Customer agrees to provide all list contact information for importing according to Huson Creative’s requested requirements and formatting. Huson Creative reserves the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. Huson Creative may exercise this right on a case-by-case basis. Huson Creative reserves the right to limit the quantities of any Services that Huson Creative offers. All descriptions of Services or Service pricing are subject to change at anytime without notice, at the sole discretion of Huson Creative. Huson Creative reserves the right at any time to modify Services (or any part or content thereof) without notice at any time. Any offer for any Service made on this site is void where prohibited.
Fees; Limitations on Refunds and Cancellation Fees – Customer agrees to pay Huson Creative any and all fee(s) as billed in accordance with this Agreement and the particular package customer subscribes to. The fee(s) must be received prior to the start of any Services.
THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY CUSTOMER, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO HUSON CREATIVE AS PROVIDED IN THE AGREEMENT. HUSON CREATIVE IS HEREBY AUTHORIZED TO CHARGE CUSTOMER'S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO HUSON CREATIVE.
Customer Responsibilities – For the purposes of providing the Services, Customer agrees: to provide all content to Huson Creative in a timely manner; Customer shall agree to provide current, complete and accurate purchase and account information for all purchases made for our Services. Customer shall agree to promptly update all account and other information, including email address and credit card numbers and expiration dates, so that Huson Creative can complete all Customer transactions and contact Customer as needed.
Additional Services – Additional services not listed herein will be provided for a fee of $50.00 per hour. Huson Creative is not responsible for developing new content or writing new copy for Customer. Customer will be charged an additional fee for writing content, based on the hourly rate of $50.00 per hour.
Indemnification – Customer shall indemnify and hold harmless Huson Creative (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 Huson Creative as a result of any claim, judgment, or adjudication against Huson Creative 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 Customer to Huson Creative (the "Customer Content"), or (b) a claim that Huson Creative's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Huson Creative must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
Disclaimer of All Other Warranties – HUSON CREATIVE DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, HUSON CREATIVE PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
Limited Liability – IN NO EVENT SHALL HUSON CREATIVE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. HUSON CREATIVE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Customer Representations – Customer makes the following representations and warranties for the benefit of Huson Creative: Customer represents to Huson Creative and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Huson Creative are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Huson Creative and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Huson Creative for inclusion in the Services provided by Huson Creative are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Huson Creative and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that Customer is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Huson Creative and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer's exercise of Internet electronic commerce.
Intellectual Property – Huson Creative shall retain the rights to publicly display Customer’s name, logo, graphics and other web content elements as examples of Huson Creative’s work as part of Huson Creative’s portfolio and/or as content features on Huson Creative’s website. Huson Creative shall also retain the right to place a text and/or logo link at the bottom of each page of Customer’s website.
Confidentiality – The parties agree to hold each other's 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, memoranda, 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 other's Proprietary or Confidential Information available in any form to any third party or to use each other's 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, Huson Creative and Customer 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.
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.
Relationship of Parties – Huson Creative, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of Huson Creative, whether by regulation or contract. In no way is Huson Creative to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Tennessee. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Tennessee 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.
Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Assignability – Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Huson Creative. Huson Creative reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
Disputes – Customer and Huson Creative agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Davidson County, Tennessee and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Tennessee sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Tennessee or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
Changes to Terms of Service – Customer can review the most current version of the Terms of Service at any time at this page. Huson Creative reserves the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.