Billing: The entire setup fee is due prior
to the activation of service unless otherwise granted by ProboostGold
Inc. All non-sufficient fund checks will be subject to a $50
charge. ProboostGold Inc. shall have the right to hold the Customer
and/or its agency or agent jointly and severally liable for
such monies due and payable to ProboostGold Inc. on publication
of the advertisement. All fees are non-refundable as per this
agreement.
Materials: All materials that the Customer
desires to have ProboostGold Inc. place online are subject to
ProboostGold Inc. approval. ProboostGold Inc. expressly reserves
the right, at its sole discretion and at any time, to cancel
any Advertising Order or reject any advertising material, including
withdrawing any advertising materials which are currently on
display or have previously been published. If any advertising
materials are withdrawn or canceled prior to display, ProboostGold
Inc. only obligation to Advertiser will be to refund any reserve
account fees paid in advance for the canceled advertising.
Web Site ownership: Customer agrees that ProboostGold
retains the ownership of the web site, custom programming, graphics,
layout, creative content and all other work product associated
with the development of the customer's web site until the balance
of the project is paid in full. Customer also agrees that all
monies due to ProboostGold must be paid in full before the ownership
of the web site, custom programming, graphics, layout, creative
content and all other work product can be transferred or used
by the customer.
Termination, Representation, Warranties and
Indemnities:ProboostGold Inc. reserves the right to cancel this
agreement for any reason, provided written notice is sent to
the Customer. If ProboostGold Inc. cancels this agreement due
to overdue payment, notice from ProboostGold Inc. can include
voicemail, email, fax or written notice. The Customer may terminate
this agreement for any reason by submitting written notice for
cancellation either by fax (408) 945-3137 or email support@proboostgold.com.
If the Customer terminates agreement with ProboostGold Inc.,
Customer will be liable for all setup fees before any completed
work will be given to the Customer.. Either party may terminate
this Agreement at any time in the event of a material breach
by the other party, which remains uncured after thirty days
written notice thereof.
Customer is solely responsible for any legal and financial liability
arising out of or relating to the material, which includes but
is not limited to any and all changes made to the customers
website by ProboostGold Inc. including meta content, graphics,
and keywords, which the customer desires to have ProboostGold
Inc place online for purposes of the advertising ("Advertising
Material") or any Web site linked to from such Advertising
Material. The Customer represents and warrants that the Advertising
Material it seeks to have ProboostGold Inc place online and
any Web site linked from such Advertising Material complies
with all local, state, federal and foreign regulations and laws.
The customer also represents and warrants that all text and
images supplied for reproduction either conventionally or in
its digital form are unencumbered by copyrights and other usage
rights connected with the text or images and agrees to hold
harmless and indemnify ProboostGold Inc including, but not limited
to, such violations as infringement or misappropriation of any
copyright, patent, trademark, trade secret, music, image, or
other proprietary or property right, false advertising, unfair
competition, defamation, invasion of privacy or rights of celebrity,
violation of any anti-discriminatory law or regulation, or any
other right of any person or entity. Customer agrees to indemnify
ProboostGold Inc and to hold ProboostGold Inc its officers,
directors, employees & agents harmless from any and all
liability, loss, damages, claims, or causes of action, including
reasonable legal fees and expenses that may be incurred by ProboostGold
Inc arising out of or related to Customer's breach of any of
the foregoing representations and warranties. The Customer is
required to make a copy of the original website prior to allowing
ProboostGold Inc to begin work on the new and enhanced version
of the original website. The customer will not hold ProboostGold
Inc liable for any loss of materials including website content
and source code by the customer or ProboostGold Inc once the
agreement is signed.
Dispute Resolution: This Agreement shall be
governed by and construed in accordance with the laws of the
State of California, without giving effect to its conflicts
of law's rules. Any dispute or controversy arising under or
related to this Agreement shall be adjudicated in a court of
competent jurisdiction within the county of Santa Clara, State
of California. The parties hereto each hereby waive any jurisdiction,
venue and inconvenient forum objections to any state or federal
court sitting in the county of Santa Clara, California. This
Agreement supersedes and replaces any existing written or oral
agreements between ProboostGold Inc and the customer and may
be modified only in writing signed by both parties. Any failure
by ProboostGold Inc to enforce any provision of this Agreement
shall not constitute a waiver of any term hereof. This Agreement
contains the entire agreement between the parties with respect
to the subject matter hereof. If any provision of this Agreement
is determined to be invalid, illegal or unenforceable, the enforceability
of the remaining provisions shall not be affected.