Terms of Service
By using services offered by Distinct Industries LLC, you agree to be bound by the following terms and conditions. Distinct Industries LLC reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Distinct Industries LLC constitutes your consent to such changes.
1. DESCRIPTION OF SERVICES. Distinct Industries LLC will provide an ongoing set of online services including website design, copy and editorial development, search engine optimization and website updates as described on the signup page for each specific service.
2. LIMITATIONS OF SCOPE. Distinct Industries LLC will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
3. MANAGEMENT RESPONSIBILITY. Distinct Industries LLC will provide certain tools, methods, and resources to Client that are intended to help Client grow and build its business. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. Distinct Industries LLC may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
4. COPYRIGHT. All content produced by Distinct Industries LLC within the scope of Services including software and web code, contents, graphics and design, or material developed or licensed by Distinct Industries LLC for Client as part of the Services is copyrighted by Distinct Industries LLC and remains the exclusive property of Distinct Industries LLC. Upon termination of this Agreement, copyrights shall remain with Distinct Industries LLC. After twelve months of service and full payment if Client chooses to cancel this agreement per the conditions in Section 6 below all Distinct Industries LLC copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
In the event Distinct Industries LLC ceases business operations and providing the services described in this agreement all Distinct Industries LLC copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
5. LINK. Customer hereby acknowledges and agrees that Distinct Industries LLC shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of Distinct Industries LLC services for referral and marketing purposes.
6. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. Distinct Industries LLC will start subscription billing to Client beginning the date (“Renewal Date”) client agrees to these terms of services and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing or email. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Distinct Industries LLC the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by Distinct Industries LLC to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to Distinct Industries LLC’s Clients shall automatically terminate.
7. PAYMENT FOR SERVICES. Client will pay monthly fees to Distinct Industries LLC for a subscription to Services as described in Distinct Industries LLC’s plan in effect at the time of this agreement and for the license to use the Distinct Industries LLC web services, software and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions processed on the Renewal Date as described in Section 6 above. Distinct Industries LLC reserves the right to assess and collect late-payment charges of 2.5% per month on past due balances.
8. WARRANTY. Distinct Industries LLC shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Distinct Industries LLC’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and Distinct Industries LLC disclaims, and client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. Distinct Industries LLC does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
9. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of Distinct Industries LLC, Distinct Industries LLC’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by Distinct Industries LLC, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, Distinct Industries LLC and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, Distinct Industries LLC shall have no liability to client arising from or relating to any third party hardware, software, information or materials. Distinct Industries LLC is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though Distinct Industries LLC will attempt to prevent or minimize exposure to such risks.
10. INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Distinct Industries LLC and its licensors arising from products or services related to this Agreement. Conversely, Distinct Industries LLC shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third-party claims brought against Client arising from the gross negligence or intentional misconduct of Distinct Industries LLC.
11. GOVERNING LAW. You agree that these terms and conditions shall be treated as though they were executed and performed in the State of Ohio, without giving effect to principles of conflict of laws. Any dispute between the parties connected with this Agreement shall be submitted to the sole jurisdiction of the courts of the State of Ohio, County of Mahoning, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Ohio. Each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
Distinct Industries LLC is a registered Ohio business and our mailing address is PO Box 5544, Poland, OH 44514.
Last Edited on 10-29-2016
Let us earn your business
We know you’re going to love partnering with us, but let us prove it. If for some reason you are not happy with our service after 30 days, let us know and we will issue you a full refund. Simple as that.