Please note there are two sets of terms outlined on this page – one specifically related to your usage of our website, and the second related to our services. When you become a customer you are agreeing to both these sets of terms.
This Marketing Services Agreement (this “Agreement”), dated as of date set forth on the Order Confirmation Webpage (the “Effective Date”), is by and between Spire Marketing LLC, a Florida limited liability company, with offices located at 1730 Mary Jo Way, Pensacola, FL 32534 (“Spire Marketing”) and you and the entity (if any) on behalf of which you are purchasing certain services (“Customer” and together with Spire Marketing, the “Parties,” and each a “Party”).
WHEREAS, Spire Marketing has the capability and capacity to provide certain marketing services; and
WHEREAS, Customer desires to retain Spire Marketing to provide such services, and Spire Marketing is willing to perform such services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Spire Marketing and Customer agree as follows:
1. Acceptance of Terms. SPIRE MARKETING PROVIDES THE SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT”,“SUBSCRIBE”, OR ANY OTHER BUTTON INDICATING YOUR INTENT TO ACCEPT THE TERMS OF THIS AGREEMENT ON THE ORDER CONFIRMATION WEBPAGE (I.E. THE WEBPAGE ON WHICH YOU SELECTED THE SERVICES YOU DESIRE TO PURCHASE AND CONFIRM YOUR PURCHASE, THE “ORDER CONFIRMATION WEBPAGE”) YOU (A) ACCEPT THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE, SPIRE MARKETING LLC WILL NOT PROVIDE THE SERVICES.
2.1. Spire Marketing shall provide to Customer the services, as described in more detail on the Exhibit A (the “Services”) in accordance with the terms and conditions of this Agreement. The Order Confirmation Webpage contains: (a) a detailed description of the Services to be performed; (b) the date upon which the Services will commence; and (c) the fees to be paid to Spire Marketing.
2.2. Customer shall:
2.2.1. Cooperate with Spire Marketing in all matters relating to the Services;
2.2.2. Respond promptly to any Spire Marketing request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Spire Marketing to perform the Services in accordance with the requirements of this Agreement;
2.2.3. Provide such Customer materials or information as Spire Marketing may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects;
2.2.4. Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services prior to the acceptance of this Agreement;
2.2.5. Review all materials created or modified by Spire Marketing in connection with the Services (including social media and advertisements) and confirm that all materials comply with the applicable laws and regulations, no materials infringe on third-party intellectual property rights, and no materials are defamatory in nature;
2.2.6. Provide login access to Customer’s social media and other accounts and review and confirm that all of Customer’s ad spend account budgets are correctly inputted by Spire Marketing in each applicable account;
2.2.7. Create and maintain backup versions of all Customer materials and information Spire Marketing is given access to, whether or not the materials are within the scope of the Services; and
2.2.8. Protect (and not disclose to Spire Marketing) any information that may be subject to any obligations of confidentiality or non-use and to which Spire Marketing is not intended to have access to or otherwise know or use.
2.3. To the extent that Customer intends to market and advertise any products containing CBD, Customer represents that such CBD products contain less than 0.3 percent THC and such advertising is not directed at anyone under the age of 21 and does not include any cartoons or marketing which would be appealing to children. In the event Customer intends to advertise and market recreational marijuana, Customer shall abide by the guidelines set forth in Exhibit B as well as any applicable state and local laws and any changes to such laws.
2.4. In connection with the Services, Spire Marketing may place multiple cookies and/or tracking pixels on Customer’s website, landing pages, webpages built by Spire Marketing, Customer’s apps, or elsewhere. These cookies and/or tracking pixels may be used to optimize Customer’s marketing campaigns, track Customer’s audience, analyze Customer’s audience, or other purposes. Spire Marketing may use the same cookie and/or tracking pixel on other websites, landing pages, pages built by Spire Marketing, other apps, or elsewhere, including those properties that belong to other customers of Spire Marketing. The data collected may be used to optimize Customer’s advertising, or the advertising of other customers of Spire Marketing. Customer acknowledges that it is Customer’s responsibility to ensure Customer’s website(s), app(s), and other properties feature privacy policies that allow for these actions.
3. Fees and Expenses.
3.1. In consideration of the provision of the Services by Spire Marketing and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the Order Confirmation Webpage. All fees, once paid, shall be non-refundable and shall be paid monthly in advance to the performance of the Services. Delays caused by Customer may result in additional fees. Payment to Spire Marketing of such fees, in addition to the fees set out in the Order Confirmation Webpage, shall constitute payment in full for the performance of the Services. Customer shall be responsible for all out-of-pocket expenses in connection to the Services and Spire Marketing shall not be obligated to incur any out-of-pocket expenses on Customer’s behalf. Spire Marketing will continue to charge the credit card or account of the customer used for payment of the Services upon submission of the Order Confirmation Webpage during the Term of this Agreement. In the event any charge fails, Spire Marketing reserves the right to invoice for unpaid amounts pursuant to Section
18.104.22.168. To the extent any invoices include payment terms, each invoice will be payable immediately upon receipt by Customer. Except for invoiced payments that Customer has successfully disputed, all late payments shall be assessed a $100 late payment charge for all payments after 3 days.
3.3. In addition to all other remedies available under this Agreement or at law or in equity (which Spire Marketing does not waive by the exercise of any rights hereunder), Spire Marketing shall be entitled to suspend the provision of any Services or otherwise withhold access to the content derived in connection with any unpaid Services if Customer fails to pay any amounts when due hereunder and such failure continues for 3 calendar days. Customer shall also reimburse Spire Marketing for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
3.4. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, however, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Spire Marketing’s income, revenues, gross receipts, personnel, real or personal property, or other assets.
4.1. Spire Marketing warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in the Order Confirmation Webpage and this Agreement.
4.2. EXCEPT AS PROVIDED IN SECTION 4.1, SPIRE MARKETING MAKES NO WARRANTIES ON THE SERVICES AND ALL SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, AND WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR INFRINGEMENT OF ANY OTHER RIGHTS. SPIRE MARKETING MAKES NO REPRESENTATIONS OR WARRANTIES IN REGARD TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON ITS WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES. SPIRE MARKETING DOES NOT IN ANY WAY GUARANTEE ANY RESULTS IN CONNECTION WITH THE SERVICES, AND CUSTOMER IS NOT GUARANTEED AN INCREASE IN SALES OR THAT CUSTOMER WILL NOT SUFFER LOSSES AS A RESULT OF THE SERVICES.
4.3. Customer represents and warrants that it is the rightful owner of all content displayed on the Customer’s website, including all Customer Intellectual Property (as defined below). Customer warrants that it will review all materials produced or modified by Spire Marketing in connection with the Services (the “Content”) prior to approving. In the event that the Customer does not affirmatively reject or comment on the Content within 5 days, then such Content shall be deemed to have been approved by the Customer. The Customer acknowledges that, once Content has been approved and distributed, it might not be possible to revise or retract such Content (e.g., if it was downloaded, screenshot, or otherwise copied by a third party). Customer acknowledges and agrees that it is responsible for determining whether the Content infringes on any third-party intellectual property rights, third-party confidentiality rights, and that all Content is in compliance with the applicable laws and regulations. Spire Marketing shall not be responsible for making such determinations and Customer shall indemnify Spire Marketing for any claims arising from Customer’s determinations.
5. Intellectual Property.
5.1. For the purposes of this Agreement, “Intellectual Property” includes all writings, works of authorship, designs, photos, text, graphics, artwork, and similar items.
5.2. All Intellectual Property created or provided solely by Spire Marketing, all Intellectual Property produced, or authored by Spire Marketing in the course of performing the Services for Customer, together with any associated copyrights, (collectively “Spire Marketing Intellectual Property”) are the exclusive property of Spire Marketing. Customer acknowledges that Spire Marketing may currently be, or may in the future be, reusing Spire Marketing Intellectual Property in connection with providing similar services to other customers. Spire Marketing grants to Customer a non-exclusive, worldwide, royalty-free, license exercisable, to use any Spire Marketing Intellectual Property incorporated into the Content solely for purposes of utilizing and/or publishing the Content for the intended purpose. Except for the rights expressly granted above, this Agreement does not transfer from Spire Marketing to Customer any Spire Marketing Intellectual Property and all rights, titles and interests in and to the same shall remain solely with Spire Marketing.
5.3. All Intellectual Property created or provided solely by Customer, all Intellectual Property produced, or authored by Customer prior to Spire Marketing performing the Services for Customer, together with any associated copyrights, (collectively “Customer Intellectual Property”) are the exclusive property of Customer. No right, property, license, permission or interest of any kind in or to the use of Customer Intellectual Property is or is intended to be given to, transferred to, or acquired by Spire Marketing by the execution, performance or nonperformance of this Agreement or any part thereof.
5.4. Customer hereby represents and warrants that it is the owner of, or has the necessary permission to use, all Content, including, but not limited to Customer Intellectual Property and other copyrightable Content it provides to Spire Marketing for use by Spire Marketing in the performance of its Services. Furthermore, Customer agrees to review and approve all Content prior to its use, and to indemnify and hold harmless Spire Marketing from and against any and all damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of, or relating to third party claims alleging that Spire Marketing violated a third party’s intellectual property rights in the performance of its Services hereunder, including any alleged infringement related to Spire Marketing Intellectual Property.
6. Term, Termination, and Survival.
6.1. This Agreement shall commence as of the Effective Date and shall continue thereafter until cancelled pursuant to this Section
6.2. Customer may cancel the recurring monthly services described in the Order Confirmation Webpage at any time before the credit card is charged for the next month. All cancellation requests must be submitted by email request to firstname.lastname@example.org. There is no fee for cancelling monthly services; however, monthly service fees are non-refundable once paid. A notice of cancellation will be effective as of the last day of the then-current billing period and Spire Marketing will continue providing the Services until such date, unless Customer instructs Spire Marketing to stop providing the Services at an earlier date.
6.3. Spire Marketing may terminate this Agreement for any reason, effective upon 7 days written notice to the Customer.
6.4. Spire Marketing may terminate this Agreement, effective immediately upon written notice to the Customer, if the Customer: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Customer does not cure such breach within 5 days after receipt of written notice of such breach, (b) becomes insolvent or admits its inability to pay its debts generally as they become due, (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 days or is not dismissed or vacated within 45 days after filing, (d) is dissolved or liquidated or takes any corporate action for such purpose, (e) makes a general assignment for the benefit of creditors, (f) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (g) if Customer fails to pay any amount when due hereunder and such failure continues for 3 days after Customer’s receipt of written notice of nonpayment.
6.5. The rights and obligations of the Parties set forth in this Section 6.5 and Sections 3, 4, 5, 7, 8, 15, and 16, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
Customer agrees that during the performance of the Services and for a period of twenty-four (24) months after completion of the Services, Customer shall not, without Spire Marketing’s prior written consent, directly or indirectly, (i) cause or attempt to cause any employee, agent, or contractor of Spire Marketing or any Spire Marketing affiliate to terminate his or her employment, agency, or contractor relationship with Spire Marketing or any Spire Marketing affiliate; (ii) interfere or attempt to interfere with the relationship between Spire Marketing and any employee , agent or contractor; or (iii) hire or attempt to hire any employee, agent or contractor of Spire Marketing or any Spire Marketing affiliate.
8. Limitation of Liability.
8.1. IN NO EVENT SHALL SPIRE MARKETING BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SPIRE MARKETING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.2. IN NO EVENT SHALL SPIRE MARKETING BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY RIGHTS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM. CUSTOMER FURTHER INDEMNIFIES SPIRE MARKETING FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OR BREACH OF SECTION 4.3 OF THIS AGREEMENT.
8.3. IN NO EVENT SHALL SPIRE MARKETING BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGE TO CUSTOMER’S DOCUMENTS OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM. SPIRE MARKETING SHALL NOT BE LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF CUSTOMER’S DATA. CUSTOMER ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT SPIRE MARKETING WILL NOT BE SUBJECT TO A DATA BREACH, VIRUS, TROJAN HORSE, MALWARE, OR OTHER MALICIOUS CODE, AND THAT, IN SUCH EVENT, SPIRE MARKETING SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES ARISING THEREFROM. CUSTOMER FURTHER INDEMNIFIES SPIRE MARKETING FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OF THIS AGREEMENT.
8.4. IN NO EVENT SHALL SPIRE MARKETING BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES RELATING TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON SPIRE MARKEITNG’S WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES.
8.5. IN NO EVENT SHALL SPIRE MARKETING AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO SPIRE MARKETING PURSUANT TO THE APPLICABLE ORDER CONFIRMATION WEBPAGE IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.6 IN NO EVENT SHALL SPIRE MARKETING GUARANTEE SPECIFIC PAGE OR POSITION RANKINGS IN GOOGLE BEFORE, DURING, OR AFTER SEO OPTIMIZATIONS. CUSTOMER UNDERSTANDS THAT SPIRE MARKETING CANNOT CONTROL GOOGLE. SPIRE MARKETING SHALL NOT BE HELD LIABLE FOR PAGE OR POSITION RANKINGS OF CUSTOMER’S WEBSITE. SPIRE MARKETING CAN ONLY DO ITS BEST TO OPTIMIZE WEBSITES , NOT CONTROL WHERE THEY RANK.
8.7 REGISTRATION OF COPYRIGHTS OR TRADEMARKS LIES SOLELY ON THE RESPONSIBILITY OF THE CUSTOMER. SPIRE MARKETING CANNOT BE HELD LIABLE FOR REGISTERING LOGOS, DESIGNS, BRAND NAMES, OR ANY OTHER MATERIALS WITH THE U.S.P.T.O. ON THE BEHALF OF THE CUSTOMER. IT IS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO REGISTER WORKS WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE.
9. Entire Agreement.
This Agreement, including and together with any related Order Confirmation Webpage, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Confirmation Webpage, the terms and conditions of this Agreement shall supersede and control.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section 10). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid), or email. Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 10.If to Customer: to the address listed on the Order Confirmation Webpage or provided.If to Spire Marketing:Spire Marketing LLCAttn: Harry Stanley III1730 Mary Jo WayPensacola, FL 32534
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Spire Marketing may, from time to time, amend and modify the terms of this Agreement by providing Customer written notice of updated terms and conditions. For avoidance of doubt, written notice to Customer included in invoice statements, email, or other forms of written communication, will be deemed adequate notice by Spire Marketing. Customer’s continued subscription to the Services shall be deemed to be an acceptance of the changes of those terms. If the Customer does not consent to the changes to the terms, either the Customer or Spire Marketing may terminate this Agreement, in accordance with Section 6.
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Spire Marketing. Spire Marketing may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Spire Marketing’s assets without Customer’s consent.
14. No Third-Party Beneficiaries.
Except as expressly provided herein, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
15. Choice of Law.
This Agreement, including all Statements of Work, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.
16. Mediation; Arbitration.
Except as may otherwise be provided in this Agreement, any dispute concerning the contents of this Agreement, if it cannot be settled through direct negotiation, shall first be submitted to mediation according to the terms specified below. All Parties agree to try in good faith to settle the dispute by mediation before resorting to arbitration.
16.1. Any Party that wishes to have a dispute mediated shall submit a written request for mediation to the other Party. Mediation shall commence within fifteen (15) days after the date of the written request for mediation. Any decision reached by mediation shall be reduced to writing, signed by all parties, and shall be binding on each Party. The costs of mediation shall be shared equally by the Parties. Each Party shall cooperate fully and fairly with the mediator in any attempt to reach a mutually satisfactory compromise to a dispute.
16.2. If the dispute is not resolved within thirty (30) days after it is referred to the mediator, the dispute shall be submitted for arbitration according to the terms specified below or on terms agreeable to the Parties at the time the dispute is submitted to arbitration. To the maximum extent permitted by law, all disputes, controversies, claims, or demands of any kind or nature arising between the Parties in connection with this Agreement, whether at law or in equity or based upon common law or any federal or state statute, rule, or regulation will be resolved through binding arbitration. Any arbitration commenced hereunder shall be initiated in Pensacola, Florida and shall be governed by the Rules of the American Arbitration Association (the “AAA”) from time to time in force. This submission and agreement to arbitrate shall be specifically enforceable.
16.3. The arbitration shall occur before a single arbitrator that shall be mutually agreed upon by the Parties (the “Arbitrator”). If the Parties cannot agree on a single arbitrator, then an arbitrator shall be selected in accordance with the rules of the AAA.
16.4. Within fifteen (15) days of the delivery of the notice of intention to proceed to arbitration to the other Party, each Party shall reply in writing to the Arbitrator, stating its views of the nature and appropriate outcome of the dispute.
16.5. The Arbitrator shall hold a hearing on the dispute within fifteen (15) days after replies have been received from both Parties or, if all replies have not been received, no later than thirty (30) days after the giving of notice of intention to proceed to arbitration. Each Party shall be entitled to take any discovery as is permitted by the applicable rules and the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication.
16.6. The cost of arbitration shall be borne by the Parties equally unless the Arbitrator directs otherwise. All awards rendered in such proceedings shall be final and binding on the Parties to the extent and in the manner provided by the Florida Rules of Civil Procedure. All awards may be filed with the clerk of one or more courts, state or federal, having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and the issuance of execution for its collection. No Party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default.
17. Website Hosting & Ownership.
Spire Marketing provides website design services through two programs - the Website SEO Program and the Stand-alone Website Build program.
17.1 SEO Program Websites - All SEO Program websites and domain names remain the intellectual property of Spire Marketing for 12 months after the first program payment has been made. After 12 monthly payments have been made by Customer for the monthly SEO and website maintenance then the website and domain name will become eligible for an ownership transfer to Customer. If Customer wishes to discontinue the Website SEO Program before the 12 monthly payments have been made then they will be required to pay the remaining payments to become eligible for the ownership transfer. Customer understands that website hosting is also included in the monthly payment of the Website SEO Program. Failure to pay monthly payments will result in unpaid website hosting fees, which could result in the temporary or permanent termination of the website.
17.2 Stand-alone website builds will become eligible for a transfer of ownership upon completion of the final project payment made by Customer. Stand-alone website builds will still be billed for monthly hosting fees that will be automatically charged after the launch of the website. Failure to pay monthly hosting payments will result in unpaid website hosting fees, which could result in the temporary or permanent termination of the website.
17.3 Website completion timelines depend solely on the workload of Spire Marketing. Customer understands that Spire Marketing reserves all rights to change deadlines, adjust project schedules, and prioritize projects depending on internal and external factors.
17.4 Customer gives Spire Marketing the right to include the hyperlinked statement “Powered by Spire Marketing” in the footer of each website designed by Spire Marketing.
17.5 Customer understands that the website designed by Spire Marketing will be hosted at AWS (Amazon Web Services) servers through Webflow. Spire Marketing does not own the servers at any physical location. Because of this, Spire Marketing cannot be held responsible for errors and issues caused by server downtime, errors, or problems that are server-side. Spire Marketing will however work with customer and server hosts to resolve issues in a timely manner.
EXHIBIT A: SERVICES
WEB DESIGN SERVICES
EXHIBIT B: MARIJUANA ADVERTISING GUIDELINES
Customer is responsible for complying with all applicable laws and regulations, which may change over time. In addition to all legal requirements for advertising marijuana products, Customer agrees to comply with the following:
By accessing the website at http://spiremk.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
2. Use License