WindFarm will provide access to certain WindFarm products, services and/or programs (collectively, hereinafter referred to as "Services") subject to Client's acceptance of and compliance with these Terms and Conditions (hereinafter referred to as “Terms and Conditions”) and enrolling through submission of a signed Service Hours Agreement (hereinafter referred to as “Agreement”) and adhering to the parameters outlined in said Agreement.
WindFarm reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the its web site. The Client is responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute the client’s consent to such changes. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
This Agreement is not assignable, transferable or sub-licensable by the Client except with WindFarm’s prior written consent. WindFarm may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Client does not have any authority of any kind to bind WindFarm in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of law’s provisions.
WindFarm may provide Client with one or more of the following Services or programs depending on the package that Client selects: web site / web page development, search engine marketing, search engine optimization, third party content assistance, email marketing, demographics research, domain name management, web site hosting, maintenance and support, analytics and reporting, social media, brand management, online press release optimization, pay-per-click ad management. Unless explicitly stated otherwise, any new feature that augments or enhances the services shall be considered to be part of the services. WindFarm reserves the right to modify, suspend or cancel services offered (or any part thereof), at any time, without notice. Client expressly agrees that Client, or any related third party, shall not hold WindFarm or its suppliers liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.
Client agrees to pay WindFarm the service fee, for any Service Client enrolls in, pursuant to the terms of the Agreement, including, without limitation, all applicable taxes, if any, in accordance with the billing terms in effect at the time the service fee becomes payable. Client expressly understands, acknowledges and hereby authorizes WindFarm to automatically charge Client's credit card or debit Client's bank account once a month.
If WindFarm is unable to process service fees to Client's credit card, successfully complete a bank draft, or transfer said fees in acceptable alternative manner, WindFarm may in its discretion charge a late fee of 1.5% of the amount due interest per month (or the maximum amount permitted by law, whichever is more) from the date such payments were originally due. WindFarm also reserves the right to pursue alternative means of payment up to and including debt collection services and customer shall be liable for all collection costs, including without limitation, attorneys' fees. WindFarm reserves the right to charge a service fee per account up to but not limited to $250 for non-payment or charge backs, and up to and $100 per incident for insufficient funds, or as is allowed by law.
If for any reason, Client is not entirely satisfied with the Program(s), Client may cancel the Services at any time, by forfeiting the entire amount due on the remaining term of the Agreement. Written cancel requests must be submitted to WindFarm, 5098 Foothills Blvd., Suite 3 #493, Roseville, CA 95747 via certified mail, on company letterhead and signed by the original authorizing party. Cancellation requests will only be processed with submission of an appropriate billing method for the full amount due. Depending on the prevailing laws, on a state by state basis, Agreements will automatically renew for subsequent equal time commitments to the previously defined Agreement authorized by Client if Client has not mailed a written request to cancel thirty (30) prior to scheduled expiration of Agreement. Upon processing of final payment and termination of Agreement, no further charges will be assessed to Client's account from the verified date of cancellation forward. No refunds shall be made for any reason; it is Client's responsibility to proactively cancel the Services if, at any time, Client wishes to discontinue service. All amounts owed for services rendered prior to the verified cancellation date must be paid in full. There will be no prorating for partial months throughout the Agreement. Due to account security and privacy concerns, all billing related questions and cancellation requests MUST be made in writing or via email by the original authorizing party. For security and training purposes, all calls inbound and outbound through WindFarm corporate offices are digitally recorded.
As WindFarm provides a bill-through service for sponsored listings, the company takes a significant credit risk for each and every Client. Therefore, Client is responsible to maintain an active and valid payment method on file at all times. If for any reason, Client's payment method is not available, WindFarm reserves the right to immediately and temporarily turn off the web site, pay-per-click ads, sponsored listings and ongoing or then current production, reporting, or support Services being provided to Client account. If the payment is not received, WindFarm reserves the right to terminate the Agreement in full and retain ownership of the web site, or other Services rendered or provided, until such time the account has been paid in full. All terminations will result in an escalation of all fees owed under the Agreement, including if Client Services are terminated for failing to maintain payments in accordance with the terms of the Agreement. It is strongly recommended that Clients maintain multiple forms of payment on file to prevent problems with payment receipt.
Client represents, warrants and covenants that (i) Client has sufficient authority to enter into the Agreement; (ii) Client is a business, not a consumer, and that Client's use of WindFarm’s Services is solely for lawful commercial and business purposes; (iii) Client has the necessary rights to provide all information provided under the Agreement for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and any web site to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or WindFarm's policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Agreement and Terms and Conditions; and (iv) comply with all laws regarding unsolicited electronic messages (including without limitation, the CAN-SPAM Act of 2003 and Client will not engage in any form of spamming or other impermissible marketing activities through any WindFarm Services provided.
The Agreement is an electronic contract that sets out the legally binding terms of Client's use of the Services, including, without limitation, WindFarm’s programs, Services and access to WindFarm employees or resources. Client indicates Client's acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Terms and Conditions by clicking an "I Accept" button in connection with Client's enrollment, by signing the digital signature through the online enrollment, or by faxing their signature acceptance. This action creates an electronic signature that has the same legal force and effect as a handwritten signature (“Acceptance”). Acceptance indicates the Client accepts the Agreement, including without limitation the Services being offered, agrees to the Terms and Conditions, and agrees that all other verbal discussions or agreements are void and unenforceable. Acceptance indicates the Client also consents to have the Agreement provided and stored in electronic form. Client may request a non-electronic copy of the Agreement either before or after Acceptance. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Service Agreements, WindFarm, 5098 Foothills Blvd., Suite 3 #493, Roseville, CA 95747.
Client will indemnify and hold WindFarm, its subsidiaries, affiliates, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these Terms and Conditions or the applicable Agreement by Client, including any use of content and third-party content developed by WindFarm other than as expressly authorized in these Terms and Conditions. Client agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and Client agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. Client will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Client's use of the information accessed through WindFarm Services.
Trademarks, service marks, and logos appearing in this site are the property of WindFarm or the party that provided the trademarks, service marks, and logos to WindFarm. WindFarm and any party that provided trademarks, service marks, and logos to WindFarm retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site. Client represents that any service marks, logos, images, or trademarks submitted to WindFarm are owned or licensed legally by Client for said use on or with Services provided by WindFarm.
Any passwords used for Services provided by WindFarm, or for access to a web site owned by WindFarm, are for individual use only. Client will be responsible for the security of Client's password (if assigned). WindFarm will be entitled to monitor Client's password and, at its discretion, require Client to change it. If Client uses a password that WindFarm considers insecure, WindFarm will be entitled to require the password to be changed and/or terminate Client's account. Client will notify WindFarm immediately if Client believes that the security of Client's account has been compromised. WindFarm AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES. Client is prohibited from using any Services provided by WindFarm to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If Client becomes involved in any violation of system security, WindFarm reserves the right to release Client's details to system administrators at other sites in order to assist them in resolving security incidents. WindFarm reserves the right to investigate detected violations of these Terms and Conditions. WindFarm reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing WindFarm to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms and Conditions. BY ACCEPTING THIS AGREEMENT CLIENT WAIVES AND HOLD HARMLESS WindFarm FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WindFarm DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER WindFarm OR LAW ENFORCEMENT AUTHORITIES.
The material and content accessible from Client's web site, this site, and any other web site owned, operated, licensed, or controlled by WindFarm (the "Content") is the proprietary information of WindFarm or the party that provided the Content to WindFarm, and WindFarm or the party that provided the Content to WindFarm retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of WindFarm, except that Client may print out a copy of the Content solely for Client's internal use. In doing so, Client may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms and Conditions is prohibited. Neither title nor intellectual property rights are transferred to Client by access to the Services or WindFarm’s web sites. Client is expressly prohibited, directly or indirectly through any third party, from any of the following: (i) copying, modifying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover the source code of any software pertaining to the Services or WindFarm’s web sites; (ii) renting, leasing, selling, assigning, transferring, sublicensing, re-licensing, granting a security interest in, or gaining unauthorized access to the Services or WindFarm’s web sites; and (iii) accessing the Services or WindFarm’s web sites by any means other than through the interface that is provided by WindFarm for use in accessing the Services or WindFarm’s web sites. Theft of Content from any site owned, operated, licensed, or controlled by WindFarm will be pursued through all legal remedies for the full value of the Services, damages, and attorney's fee where viable by local and state laws. The use of any of the Services provided by WindFarm or WindFarm’s web sites shall in no way be construed by any user as granting or conferring upon them any intellectual property rights whatsoever.
WindFarm and its suppliers reserve the right to immediately terminate the Agreement and deactivate Client's account, web site, access to Services, Services or access to WindFarm’s web sites if they believe, in their sole and absolute discretion, that Client has: (i) violated, or threaten to violate, the terms of the Agreement; or (ii) created, or are creating, web sites as a nuisance or in a deliberate attempt to degrade or otherwise interfere with the Services, WindFarm brand name, trademark, copyright, or WindFarm’s web sites. Any Client or user who is terminated for cause under this section hereby agrees to forfeit any and all rights, claims and/or causes of action against WindFarm and its suppliers, including without limitation Client's rights to any refunds or for any losses, expenses, damages or costs incurred as a result of such termination and deactivation.
WindFarm shall not be liable or deemed to be in default under this Agreement for any delay or failure to perform resulting from (a) accidents, fire, labor disputes, epidemics, war, terrorist acts, riots, insurrections, power blackouts, acts of nature or causes beyond its reasonable control without its fault or negligence, (b) acts or omissions of the other Party or of a third Party (other than the non-performing Party's own agents or contractors), or (c) compliance with any law, regulation, ruling, order or requirement of any federal, state or municipal government or agency or court of competent jurisdiction (a ‘Force Majeure Condition').
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT WindFarm AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WindFarm HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT'S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.