This Service Agreement (the “Agreement”) for our products and services is between Unite Websites Inc (“Agency”) and Anyone or business using our services (“Client”). By using our services, you are agreeing to the following. 

Relationship of the Parties

Independent Contractor. Agency is an independent contractor, not an employee of Client or any company affiliated with Client. Agency shall provide the Services under the general direction of Client, but Agency shall determine, in Agency’s sole discretion, the manner and means by which the Services are accomplished. Agency and the work product or Deliverables prepared by Agency shall not be deemed a work for hire as that term is defined under Copyright Law.

Warranties & Representations

By Client. Client represents, warrants and covenants to Agency that: (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

By Agency. (a) Agency hereby represents, warrants and covenants to Client that Agency will provide the Services identified in the Agreement in a professional manner and in accordance with all reasonable professional standards for such services. (b) Agency further represents, warrants and covenants to Client that (i) except for Third Party Materials, Client Content and the ownership relationship as detailed in Schedule I attached hereto and incorporated herein by reference, the Final Deliverables shall be the original work of Agency and/or its independent contractors. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Agency shall be void. (c) Except for the express representations and warranties stated in this Agreement, Agency makes no warranties whatsoever. There is no guarantee of results from the work provided.

Indemnification & Liability

By Client. Client agrees to indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Agency shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Agency provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Agency in providing such assistance.

By Agency. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Agency agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Agency’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Agency in writing of the claim; (b) Agency shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Agency with the assistance, information and authority necessary to perform Agency’s obligations under this section. Notwithstanding the foregoing, Agency shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Agency.

Limitation of Liability. The services and the work product of Agency are sold “as is.” In all circumstances, the maximum liability of Agency, its directors, officers, employees, design agents and affiliates (“Agency Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Agency. In no event shall Agency be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Agency, even if Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. 

Agency makes no guarantees, warranties or promised as to the effectiveness of services or products sold to Client. 

No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Michigan without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties through binding arbitration through the American Arbitration Association.

Rights To Final Deliverables

Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Agency will then assign to Client all right, title and interest in and to the Final Deliverables. Agency agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.

Cancelations

This Agreement shall commence upon the Effective Date and shall remain effective in perpetuity unless canceled by the client.

Website Cancelations. Website cancelations must be made prior to the first meeting with our team member, or within 24 hours of the order being placed. No cancelations are in consideration following that 24-hour window. Refer to refund policy. 

Subscription Cancelation. Cancelations must be made in accordance with our cancelation policy and refund policy. No subscription fees will be refunded, cancelations will take effect by the next payment processing term. 

Hosting cancelation. In the event Client cancels hosting services, Agency will not retain any information and data – all data will be deleted permanently within 30 days of cancelation. 

By using our service, the Client agrees to the pricing, and fees, and agrees to all terms and conditions.

Unite Websites welcomes your questions or comments regarding the Terms: 

Unite Websites 

Email Address: united@unitewebsites.com   

Effective as of February 1, 2022