ProspectEngage Service Agreement Terms and Conditions
The following Terms and Conditions apply to the ProspectEngage Service Agreement, which must be signed by the customer and returned to ProspectEngage before services will be rendered.
The services are provided by ProspectEngage (“Company”) which agrees to the following: to provide the services contracted for and offer service and support for the products and services contracted for by (“Customer”).
The Customer agrees to: (a) maintain the services on their website(s) (b) pay the specified monthly service fee.
This Agreement shall begin on the effective date and continue until the Company receives notice via email to firstname.lastname@example.org that the customer would like to suspend or cancel the service. At the time of the service suspension or cancellation request the services will be removed from the customers website(s) and all monies owed will become immediately due. The customer may reinstate services by sending an email to the same address requesting account reinstatement. All reinstatements will be under the terms of this Agreement and billing will commence again. The Company may modify or change these Terms and Conditions of Service or the features of the service or both as Company may determine necessary. No refunds will be made for any advance payments but will be applied toward any future billing should services be reinstated. Payment is due upon receipt of invoice and must be paid on a monthly basis. Failure to pay in a timely manner may result in a disruption of service including termination.
Company retains all rights to all the property in the service including without limitation the “look and feel” of all web-based portions of the service copyrights appropriate trademarks service-marks goodwill trade names and trade secrets. Reproduction of the trademark and or contents of the data in whole or in part in any form or medium including information storage and retrieval systems are strictly prohibited.
Customer agrees to indemnify and hold harmless Company and its subsidiaries affiliates officers employees and agents from and against any and all claims losses costs and expenses including attorney’s fees arising out of Customer’s breach of this Agreement. The service is provided “as is” and Company and its licensors make no representation or warranty whether express or implied by their agents. In the event of any alleged breach by Company of the Agreement or any other claims by Customer Company shall be not liable for special or consequential damages of any kind including without limitation damages for loss of goodwill work stoppage computer failure or malfunction or any and all other commercial damages or losses. Under no circumstances shall Company be liable for damages in excess of the amount actually paid by Customer to Company. Payment of such amount shall be Customer’s exclusive remedy and agreed upon liquidated damages. Company hereby disclaims any warranties not specifically set forth in this Agreement and Customer waives all other representations and warranties express implied statutory or arising by course of dealing or performance custom usage in the trade or otherwise.
South Carolina law shall govern the enforcement and interpretation of this Agreement without regard to any conflict of law principles. The parties specifically agree that jurisdiction and venue in regard to any suit or controversy arising out of the enforceability or construction of this Agreement shall exclusively be brought in the appropriate state or federal court located in Charleston County, South Carolina.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. The Agreement may not be assigned by Customer.
In the event that any provision contained in this Agreement or the application thereto to any circumstance is for any reason held to be invalid or unenforceable such provision shall be ineffective to the minimum extent of such invalidity or unenforceability and the remainder of this Agreement will remain valid and enforceable according to its terms.
This Agreement terminates and supersedes any previous agreements either oral or written.