This Master Subscription Agreement (the “Agreement”) is an agreement between Web Scholars, LLC ("WebScholars" or "us" or "our") and you ("Client" or "you" or "your"). This Agreement entered into by and between the Client identified in the applicable Subscription Schedule and the Web Scholars entity indicated in the applicable Subscription Schedule, Statement of Work or Order Form (“Web Scholars”) governs Client’s use of Web Scholars’ Products. By accepting this Agreement, or by executing a Subscription Schedule, or Order Form, or Statement of Work that references this Agreement, Client agrees to the terms of this Agreement. If an individual is entering into this Agreement on behalf of a company or other legal entity, Client represents that the individual has the authority to bind such Client to these terms and conditions. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Products. This Agreement was last updated on April 1, 2021. It is effective between Client and Web Scholars the date the applicable Subscription Schedule is executed by both Parties. Web Scholars and Client are each referred to herein as a “Party,” and collectively as the “Parties.”
1. Product Subscriptions.
1.1. Client Content. Client Content means all business listing information and other information or content that is made available by or on behalf of Client in connection with its use of the Products. As between Web Scholars and Client, Client retains ownership of all rights to the Client Content except as may otherwise be indicated in the Statement of Work.
1.2. Subscription Schedules and Statements of Work. Web Scholars offers its clients various products and services (each, a “Product”) that may be purchased as subscriptions. Web Scholars reserves the right, in its sole discretion, to make any changes to the Products that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Web Scholars’ Products to its customers, (ii) the competitive strength of or market for the Products or (iii) the Products’ cost efficiency or performance; or (b) to comply with applicable law. The specific Product subscriptions purchased by Client and made available by Web Scholars will be identified in one or more separate, written schedules that are entered into by both Parties and reference this Agreement (each, a “Subscription Schedule” or “Statement of Work”, as applicable). Each Subscription Schedule and Statement of Work will set forth:
Any Subscription Schedules and Statements of Work signed by both Parties will become a part of this Agreement and are incorporated herein by reference. “Professional Services” shall mean such professional services as are specifically described in an applicable Statement of Work or Subscription Schedule. To the extent any provision of a Subscription Schedule or Statement of Work conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in the Subscription Schedule or Statement of Work will control.
1.3. Publishers. Certain Products may involve distribution of Client Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). Client further acknowledges and agrees that (i) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (ii) Web Scholars does not guarantee that any Client Content will be displayed on any Publisher Site and (iii) the appearance and/or location of any Client Content placement may change at any time.
1.4. Implementation at Client's Request. Web Scholars may from time to time, at the request of the Client, assist Client with the implementation of certain features that are a part of the Products. This may include interaction with the Client’s website and webpages. Any such assistance provided by Web Scholars is at the Client’s own risk. web scholars shall have no liability for the availability of or any change in the client's website or to any client content or otherwise in connection with such assistance.
2. Billing and Payment Information.
2.1. Fees. For each Product subscription and for Professional Services (if applicable), Client will pay Web Scholars the applicable fees in the amounts, and in accordance with the payment terms, set forth on the applicable Subscription Schedule or Statement of Work. Fees do not include any taxes, levies, duties or similar governmental assessments (“Taxes”). Client is responsible for paying any Taxes associated with its purchases hereunder. If Web Scholars has the legal obligation to pay or collect Taxes for which Client is responsible under this section, Web Scholars will invoice Client and Client will pay that amount unless Client provides Web Scholars a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Web Scholars is solely responsible for taxes assessable against it based on its income, property and employees. Purchased subscriptions may not be cancelled and all fees paid are non-refundable. Client agrees that its purchases are not contingent on Web Scholars’ delivery of any future functionality or features.
2.2. Prepayment. It is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree to pay for the Products in advance of the time period during which such Products are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.
2.3. Autorenewal. Unless otherwise provided, you agree that until and unless you notify WebScholars of your desire to cancel the Products, you will be billed on an automatically recurring basis to prevent any disruption to the Products, using your credit card or other billing information on file with us.
2.4. Late Payment. Late payments will bear interest at the rate of 1.5% of the outstanding balance per month or the maximum amount permitted by law, if lower. If any amount owing by Client is overdue, Web Scholars may, without limiting its other rights and remedies, suspend Client’s access to Product(s) until such amounts are paid in full or terminate this Agreement pursuant to Section 3.2 (“Termination”).
2.5. Fraud. It is a violation of this Agreement for Client to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. Web Scholars may report any such misuse or fraudulent use, as determined in Web Scholars’ sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.
2.6. Invoice Disputes. You have ninety (90) days to dispute any charge or payment processed by WebScholars. If you have any questions concerning a charge on your account, please reach out to our billing department for assistance.
2.7. Late Payment. Late payments will bear interest at the rate of 1.5% of the outstanding balance per month or the maximum amount permitted by law, if lower. If any amount owing by Client is overdue, Web Scholars may, without limiting its other rights and remedies, suspend Client’s access to Product(s) until such amounts are paid in full or terminate this Agreement pursuant to Section 3.2 (“Termination”).
3. Term and Termination.
3.1. Term. The term of this Agreement begins on the Effective Date and shall continue, with respect to any Subscription Schedule or Statement of Work, for as long as such Subscription Schedule or Statement of Work remains in effect (the “Term”).
3.2. Termination. Either Party may terminate a Subscription Schedule or Statement of Work upon thirty (30) days prior, written notice to the other Party if the other Party commits a material breach of such Subscription Schedule or Statement of Work (or of this Agreement); provided, however, that such Subscription Schedule or Statement of Work will not terminate if the other Party cures such breach by the end of the thirty (30) day period. In addition, Web Scholars may terminate any Subscription Schedule or Statement of Work immediately for any failure to pay any amounts due under the Agreement (including any and all Subscription Schedule(s) and/or Statement(s) of Work), or upon notice to Client if Web Scholars reasonably believes that Client is engaging in any business or conduct that may be illegal, fraudulent, tortious, or if Web Scholars determines in good faith that termination is necessary to comply with its obligations to Publishers following a breach of this Agreement by Client.
3.3. Effects of Termination. Upon expiration or termination of the Agreement for any reason: (a) any amounts owed to Web Scholars under this Agreement including any Subscription Schedule(s) and/or Statement(s) of Work before such termination will be immediately due and payable; (b) Web Scholars reserves the rights in its sole discretion to disable all access to the Products, using any lawful means, including, but not limited to those that disable Client’s access automatically with the passage of time; and (c) Client shall immediately cease any and all use of the Products.
3.4. Survival. The following provisions shall survive any expiration or termination of this Agreement: Section 2 (“Billing and Payment Information”); Section 3.3 (“Effects of Termination”); this Section 3.4 (“Survival”), Section 4.2 (“Restrictions on Client’s Use”), Section 4.3 (“Proprietary Rights”), Section 4.4 (“Client Obligations Regarding Client Content”), Section 4.5 (“No Web Scholars Responsibility for Client Content”); Section 5 (“Web Scholars’ Permitted Use of Client Content”); Section 6.2 (“Representations and Warranties; Disclaimer”); Section 7 (“Liability”); Section 8 (“Indemnification”); Section 9 (“Confidentiality”); and Section 10 (“General Provisions”).
4. Products.
4.1. Client's Use. Subject to and conditioned on Client’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Web Scholars hereby grants Client a limited, non-exclusive, non-transferable (except as permitted under Section 11.2 (“Assignment”)) right to access and use the applicable Products during the term of each applicable Subscription Schedule or Statement of Work in accordance with the Agreement. Client agrees that it will only make available Client Content that it knows to be true and which relates to its own business. Client is solely responsible for all use of the Products by itself and by any third persons acting on Client’s behalf. Client agrees that it shall take commercially reasonable measures (which shall be no less stringent than those it uses to protect Client’s similar information) to safeguard all information related to the access and use of the Products, including (but not limited to) login information, account passwords and API keys, if applicable. If Client becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Web Scholars in writing and shall work cooperatively with Web Scholars to resolve problems related to unauthorized access.
4.2. Restrictions on Client's Use. Except as expressly provided in this Agreement or any applicable Subscription Schedule or Statement of Work, Client will not: (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Product, or any portion of any of the Products, (ii) use the Products to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Products to create or assist a third party in creating a competing product, (iv) bypass or breach any security device or protection used by the Products, (v) access or use the Products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third party or (vi) sell, resell, license, sublicense, distribute, rent or lease any Product.
4.3. Proprietary Rights. Except as expressly provided in this Agreement or any applicable Subscription Schedule or Statement of Work, as between Client and Web Scholars, Web Scholars owns and retains all right, title and interest (including all intellectual property rights) in and to the Products, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Web Scholars in connection with delivery of the Products hereunder. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Products, whether expressly, by implication, estoppel or otherwise.
4.4. Client Obligations Regarding Client Content. Client assumes the following obligations with respect to any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that is uploaded, published, or displayed on or through any of the Products, whether publicly posted or privately transmitted (“Client Content”):
4.5. No Web Scholars Responsibility for Client Content. Web Scholars assumes no obligations to screen and does not routinely pre-screen any Client Content that is uploaded, published, or displayed on or through any of the Products. Web Scholars does not guarantee the accuracy, integrity, appropriateness, quality, or validity of any Client Content. Client Content does not necessarily represent the views or opinions of Web Scholars and under no circumstances whatsoever will Web Scholars be liable for any Client Content, including without limitation liability related to any loss or damage of any kind incurred from using any Client Content uploaded, published, or displayed on or through any of the Products. Only the Client is solely responsible (at the Client’s own expense) for creating backup copies and replacing any Client Content. While the Client agrees that Web Scholars is not obligated to, Web Scholars may remove any Client Content at any time at its sole discretion, including Client Content that in Web Scholars’ sole judgment violates this Agreement or is offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. Web Scholars assumes no obligation to maintain or store any Client Content. Web Scholars may delete, modify, or restrict the display of Client Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, or violation of this Agreement; once deleted, Client Content may not be retrieved.
5. Web Scholar' Use of Client Content.
If Web Scholars identifies any Client Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non-compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), Web Scholars may (but is not required to), in addition to its other available rights and remedies, modify the Client Content to render it true.
5.1. Client acknowledges that various Products involve the provision of Client Content to Publishers for use and publication, and that such Publishers may require nonexclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Client Content, including, but not limited to, rights to publish and syndicate such Client Content.
5.2. Client grants Web Scholars and its affiliates and each applicable Publisher a worldwide, nonexclusive, perpetual, irrevocable, royalty-free, unlimited, sub-licensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content in each case only to the extent required by such Publisher.
6. Representations, Warranties and Covenants; Disclaimer.
6.1. Representations, Warranties and Covenants. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this Agreement: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) it has all corporate authority required to enter into this Agreement. Client represents, warrants and covenants that as of the Effective Date and at all times during the term of this Agreement it has obtained, and grants to Web Scholars, sufficient rights to access and use Client Content to deliver the Products in accordance with this Agreement.
6.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE PRODUCTS OR THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WEB SCHOLARS SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY CLIENT, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF SECTION 1.3 (“PUBLISHERS”) OF THIS AGREEMENT. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
7. Liability.
7.1. Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE OR STATEMENT OF WORK), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
7.2. Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE OR STATEMENT OF WORK), REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY CLIENT TO WEB SCHOLARS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.
7.3. Exceptions. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 7.2 will not apply with respect to: (i) any damages arising from a Party’s fraud or willful misconduct, (ii) Section 8.1 (iii), any breach of Section 4, (iv) Client’s failure to pay any fees due under this Agreement or any Subscription Schedule or Statement of Work.
8. Indemnification.
8.1. Client's Indemnity Obligation. Client will defend, indemnify, and hold harmless, Web Scholars and its affiliates, and each of its and their respective officers, directors, employees, Publishers, contractors and agents (collectively, “Web Scholars Indemnities”) from and against any and all claims, actions, lawsuits and investigations brought by a third party (“Third Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third Party Claims, in each case to the extent arising from or relating to any Client Content and/or the conduct of Client’s business (including, but not limited to, any allegation that any Client Content infringes any third party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory and/or that the Client Content or the conduct of Client’s business is in violation of any applicable law or regulation).
8.2. Web Scholars' Indemnity Obligation. Web Scholars will defend, indemnify, and hold harmless, Client and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “Client Indemnitees”) from and against Third Party Claims and will pay any Losses associated with such Third Party Claims, in each case to the extent arising from or relating to: any allegation that Web Scholars’ provision of the Products (excluding, for the avoidance of doubt, any Client Content or third party content provided through the Products) infringes or misappropriates third party intellectual property rights; provided, however, that this indemnity will not apply to the extent the Third Party Claim is caused by: (i) the unauthorized (by Web Scholars) alteration or modification of the Products by a Client Indemnitee, (ii) use of the Products in violation of this Agreement, (iii) the combination, operation or use of the Products with any product, device, software or service not supplied by Web Scholars to the extent the combination creates the infringement, or (iv) Web Scholars’ compliance with Client’s designs, specifications, requests, or instructions by Client to the extent the Third Party Claim is based on such compliance.
8.3. Indemnity Procedures. A Party seeking indemnification for a Third Party Claim under this Agreement will (i) give the other Party (the “Indemnitor”) written notice of the Third Party Claim promptly; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual prejudice caused by such failure; and (ii) give the Indemnitor primary control of the defense of the Third Party Claim and negotiations for its settlement. The Indemnitor will have the right to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all other Client Indemnitees or Web Scholars Indemnitees, as applicable) from all liability with respect to all claims underlying such Third Party Claim or (ii) the prior, written consent of the Party seeking indemnity. The Parties will reasonably cooperate with each other in any such Third Party Claim.
If Web Scholars believes the Products infringe or may be alleged to infringe a third party’s intellectual property rights, then Web Scholars may, in its discretion: (i) obtain the right for Client, at Web Scholars’ expense, to continue using the Products; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Products so that they no longer infringe. If Web Scholars does not believe the options described in this section are commercially reasonable, then Web Scholars upon 30 days’ written notice, may terminate Client’s Subscription Schedule(s) or Statement(s) of Work for the affected Products and provide Client with a refund of any prepaid fees covering the remainder of the term of the terminated Subscription Schedule(s) or Statement(s) of Work for the affected Products.
9. Confidentiality.
9.1. By virtue of this Agreement, the Parties may have access to information that is confidential or proprietary to one another (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, software, reports or forms of the Disclosing Party.
9.2. The Party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees and Representatives (defined below), except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. The Parties acknowledge and agree that breach of this Section 9 may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available. Confidential Information shall not, however, include any information which (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records; (iii) is obtained by the Receiving Party from a third party without, to Receiving Party’s knowledge, a breach of such third party’s obligations of confidentiality; (iv) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s documentary records; or (v) is part of the Client Content.
9.3. If a Receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will (if lawful) provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party, at its sole expense, may seek a protective order or other appropriate relief. If such protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party or its employee will furnish that portion (and only that portion) of Confidential Information that is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance at the Disclosing Party’s expense and as the Disclosing Party may reasonably request in obtaining such order or other relief.
10. Cancellations and Refunds.
10.1. Payment Method. No refunds will be provided if you use any of the following methods of payment: bank wire transfers, Western Union payments, checks and money orders. If you use any of these payment methods, any applicable credit will be posted to your hosting account instead of a refund.
10.2. Money Back Guarantee. If an account with a twenty-five (25) day money-back guarantee is purchased and then cancelled within the first twenty-five (25) days of the beginning of the term (the "Money-Back Guarantee Period"), you will, upon your written request to the Web Scholars Support Team (the "Refund Request") within ninety (90) days of such termination or cancellation ("Notice Period"), receive a full refund of all emerging, essential, and complete package subscription fees previously paid by you to Web Scholars for the initial term ("Money-Back Guarantee Refund"); provided that such Money-Back Guarantee Refund shall be due to you only upon your compliance with, and subject in all respects to the terms and conditions of, this Section 10. Requests for these refunds must be made in writing to the Web Scholars Support Team. Refunds will only be issued for emerging, essential, and complete package subscription services and will not include domains, administrative fees, install/on-boarding fees for custom website design or other setup fees, nor will they include any fees for any other additional services. Money-Back Guarantee Refunds will not accrue, and shall not be paid under any circumstances, if you do not provide the applicable Refund Request within the Notice Period.
10.3. Refund Eligibility. Only first-time accounts are eligible for a refund. For example, if you've had an account with us before, canceled and signed up again, or if you have opened a second account with us, you will not be eligible for a refund. Violations of this Agreement will waive your rights under the refund policy.
10.4. Non-refundable Products and Services. There are no refunds on domains, administrative fees, and install/on-boarding fees for custom website designs and other Professional Services. Please note that domain refunds will only be considered if the domain was ordered in conjunction with a service subscription package and will be issued at WebScholars’ sole discretion. Any refunds issued for domain names will be reduced by the market value of the gTLD. Purchases of ccTLDs are non-refundable.
10.5. Cancellation Process. You may terminate or cancel any Product subscription and/or Professional Services (if applicable), by giving Web Scholars written notice via the cancellation form provided. In such event: (i) you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation and (ii) Web Scholars may, in our sole discretion, refund all pre-paid fees for basic hosting services for the full months remaining after the effectiveness of such cancellation (i.e. no partial month fees shall be refunded) less any setup fees, applicable taxes and any discount applied for prepayment, provided that you are not in breach of this Agreement.
Once we receive your cancellation form and have confirmed all necessary information with you via email, we will inform you in writing (typically email) that your account has been canceled. Your cancellation confirmation will contain a ticket/tracking number in the subject line for your reference and for verification purposes. You should immediately receive an automatic email with a tracking number stating that "Your request has been received...." Web Scholars will confirm your request and process your cancellation shortly thereafter. If you do not hear back from us, or do not receive the automatic confirmation email within a few minutes after submitting your cancellation form, please contact us immediately via phone at: 1-215-808-0641.
We require all cancellations to be done through the online form in order to (a) confirm your identity, (b) confirm in writing that you are prepared for all of your files and emails to be removed, and (c) document the request. This process aims to reduce the likelihood of mistakes, fraudulent/malicious requests, and to ensure that you are aware that your files, emails, and account may be removed immediately and permanently after a cancellation request is processed.
Cancellations for annual product subscriptions will be effective on the account's renewal date. Cancellations for professional services, if applicable, (e.g. Website Design) will be effective immediately.
11. General Provisions.
11.1. Relationships of the Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties, or constitute either Party as the agent of the other.
11.2. Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior, written consent of the other Party; provided, however, that, notwithstanding the foregoing, a Party may, without the consent of the other Party, assign or otherwise transfer this Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
11.3. Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Agreement, but is liable for their acts and omissions.
11.4. Export Compliance. To the extent applicable, the Products and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Client represents that Client is not named on any U.S. government denied-party list. Client shall not permit third parties to access or use any Products in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.
11.5. Notice, Contracting Entity, Governing Law and Jurisdiction. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, or, if sent via email, upon sending by the sender, so long as no bounce-back or other message failure alert is received by the sender and (b) if the party giving the Notice has complied with the requirements of this Section.
If to Client:
to the Notice contact at the address and/or email address provided to Web Scholars by the Client.
If to Web Scholars:
7901 4th St N
STE 300
St. Petersburg, FL 33702
Email: legal@mywebscholars.com
If the Web Scholars entity indicated on the Subscription Schedule or Statement of Work or Order Form is Web Scholars, LLC, then this Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Duval County, Florida for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement.
11.6. Updates and Additional Terms. Web Scholars reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or features of the Products from time to time. Client agrees that its use of and access to certain Products are subject to your compliance with any applicable laws or this Agreement, and are incorporated into, and form a part of, this Agreement.
11.7. Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by acts of god, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.
11.8. Modification. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties.
11.9. No Waiver. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the party so charged.
11.10. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.
11.11. Entire Agreement. This Agreement (including the Privacy Policy, and any Subscription Schedules and Statements of Work, which are included by reference) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement.
11.12. Electronic Signature. The Parties agree that the electronic signature of a Party to a Subscription Schedule, a Statement of Work, or an Order Form shall be as valid as an original signature of such party and shall be effective to bind such party to a Subscription Schedule, a Statement of Work, or an Order Form. The Parties agree that any electronically signed document (including, for example, a Subscription Schedule, whether signed through DocuSign or by providing a scan of the signed document) shall be deemed (a) to be “written” or “in writing,” (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.
Third-Party Websites and Services
The Sites and the Products include social media tools that may, among other things, allow you to manage access, post content and manage content on social network platforms (for example, LinkedIn®, Facebook®, Instagram® and Twitter®). These tools also allow you to use the Products to access and analyze information found on social media sites. You hereby grant us all required permissions to access such sites and provide this functionality.
The Site may contain links to websites that are controlled by third parties and access to certain third-party services (including our partners), which may include, without limitation, marketing and advertising services, social bookmarking services, social network platforms, publication and delivery services, payment processing services and other payment intermediaries or websites (each, a "Third Party Service"). These links and services are provided to you as a convenience, and we are not affiliated with or responsible for the content, action or performance of any linked website or Third-Party Service and you use such websites or services at your own risk. Any Third Party Service accessed from the Site or the Products is independent from us and we have no control over, and assume no responsibility for, the content, privacy policy, terms of use and practices of such website or service. Any such Third Party Service may have terms of use and a privacy policy different than ours and you should review the applicable terms and policies, including privacy and data gathering practices before proceeding.
You agree to abide by the terms and conditions of any applicable Third Party Service (including Facebook, Paypal, Google and Apple). Notwithstanding anything set forth herein to the contrary, you will abide by this Agreement regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
We may terminate any Third Party Service's ability to interact with the Site or any of the Products at any time, with or without notice, and in our sole discretion, with no liability to you or to any third party. Any Third Party Service may take actions to impact our ability to make available some or all of the features of the Site or the Products at any time, with or without notice, and we will not be liable to you or to any third party for any such actions. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, any Third Party Services.
In order to use some features of the Site or the Products, you must have access to a valid email or social networking account. You are solely responsible for paying any third-party fees associated with such third-party networks. You further agree that the ability to use some features of the Site or the Products may be subject to subscriber terms of use, contracts, capacity charges and/or other expenses established and enforced by your email service provider, internet service provider or other applicable service provider, all of which are your sole responsibility. You represent that use of the Product will not violate any rules, restrictions, policies, or requirements of your email service provider, internet service provider or other applicable service provider.
In no event shall any reference to any third party or third party product or Third Party Service be construed as an approval or endorsement by us of that third party or of any product or service provided by such third party.
If you use the Products to collect payments (including Store Content, registration for events, Deals, Digital Rewards, donations or products or services), you are responsible for the collection and administration of such payments and compliance with all applicable laws relating thereto, including all applicable domestic or international local, state or federal tax requirements. We do not hold your funds or those of your contacts, subscribers, customers, participants, event registrants or donors at any time. You are responsible for any refunds associated with any payments.