Terms of Service
These Terms of Service (the “Agreement”) are an agreement between KOER Media LLC (“KOER Media”, “us”, “our”, or the “Company”) and you (“Client” or “user” or “you” or “your”).
This Agreement sets forth the general terms and conditions of your use of the products and services made available by KOER Media and www.koermedia.com (collectively, the “Services”).
By using the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Services.
1. Additional Policies
Use of the Services is also governed by the following policies, which are incorporated by reference. By using the Services, you also agree to the terms of the following policies.
We provide digital marketing services that include website design, email marketing, social media marketing, and graphic design.
2.1 Digital Marketing Subscription Terms
All digital marketing services require an active subscription contract. Client terms may vary, see signed contract for specific terms.
- Signed contract required.
- Length of agreement determined in the contract.
- Automatic recurring billing (see section 3.1).
- Automatic renewal (see section 3.2)
2.2 Flat-Rate Terms
- Signed contract required.
- A 50% non-refundable deposit required to initiate work.
- Final 50% payment required prior to delivery.
3. Billing & Payment Information
- Auto-Recurring Payment You agree that for the duration of the contract
- Auto-Renewal You agree that until and unless you notify KOER Media of your desire to cancel the Services, you will be on an automatically recurring basis to prevent any disruption to your Services, using your credit card or other billing information on file with us.
- Prepayment It is your responsibility to ensure that your payment information is up to date and that all invoices are paid on time. You agree to pay for the Services in advance of the time period during which such Services are provided. Subject to applicable laws, rules, and regulations, payments received will be first applied to the oldest outstanding invoice in your billing account.
- Deposits Services may require a 50% deposit before work commences.
- Taxes Any applicable taxes will be added to KOER Media’s invoice as a separate charge to be paid by you. All fees are non-refundable when paid unless otherwise stated.
- Late Payments All invoices must be paid within ten (10) days of the invoice due date. Any invoice that is outstanding for more than ten (10) days may result in the suspension or termination of Services. Access to the account will not be restored until payment has been received. If you fail to pay the fees as specified herein, KOER Media may suspend or terminate your account and pursue the collection costs incurred by KEOR Media, including without limitation, any arbitration and legal fees, and reasonable attorneys’ fees. KOER Media will not activate new orders or activate new packages for customers who have an outstanding balance on their account.
- Fraud It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic checks, or any other payment method. KOER Media may report any such misuse or fraudulent use, as determined in KOER Media’s sole discretion, to governmental and law enforcement authorities, credit reporting services, financial institutions and/or credit card companies.
4. Cancellations and Refunds
- There are no refunds on any Services.
- Cancellation Process You may terminate auto-renewal by giving KOER Media written notice via the contact form provided. Once we receive your cancellation form and have confirmed all necessary information with you via email, we will inform you in writing (typically email) that your account has been canceled. Cancellations for Recurring Services will be effective on the account’s renewal date.
- Domains Domain renewals are billed and renewed thirty (30) days before the renewal date. It is your responsibility to notify KOER Media to cancel any domain registration at least thirty (30) days prior to the renewal date. No refunds will be given once a domain is renewed. All domain registrations and renewals are final.
- Termination KOER Media may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due; (ii) you violate this Agreement; (iii) your conduct may harm KOER Media or others or cause KOER Media or others to incur liability, as determined by KOER Media in our sole discretion; or (iv) as otherwise specified in this Agreement. In such an event, KOER Media shall not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Additionally, KOER Media may charge you for all fees due for the Services for the remaining portion of the then current term. UPON TERMINATION OF THE SERVICES FOR ANY REASON, USER CONTENT, USER WEBSITES, AND OTHER DATA WILL BE DELETED.
5. Compliance with Applicable Law
6. Third Party Products & Services
- Third Party Provider
KOER Media may offer certain third party products and services. Such products and services may be subject to the terms and conditions of the third party provider. Discounts, promotions, and special third party offers may be subject to additional restrictions and limitations by the third party provider. You should confirm the terms of any purchase and the use of goods or services with the specific third party provider with whom you are dealing. KOER Media does not make any representations or warranties regarding, and is not liable for, the quality, availability, or timeliness of goods or services provided by a third party provider. You undertake all transactions with these third party providers at your own risk. We do not warrant the accuracy or completeness of any information regarding third party providers. KOER Media is not an agent, representative, trustee, or fiduciary of you or the third party provider in any transaction.
- KOER Media as Reseller or Licensor
KOER Media may act as a reseller or licensor of certain third party services, hardware, software, and equipment used in connection with the Services (“Non-KOER Media Products”). KOER Media shall not be responsible for any changes in the Services that cause any Non-KOER Media Products to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer’s defects of Non-KOER Media Products, either sold, licensed, or provided by KOER Media to you will not be deemed a breach of KOER Media’s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance, or compliance of any Non-KOER Media Product are limited to those rights extended to you by the manufacturer of such Non-KOER Media Product. You are entitled to use any Non-KOER Media Product supplied by KOER Media only in connection with your use of the Services as permitted under this Agreement. You shall make no attempt to copy, alter, reverse engineer, or tamper with such Non-KOER Media Product or to use it other than in connection with the Services. You shall not resell, transfer, export or re-export any Non-KOER Media Product, or any technical data derived therefrom, in violation of any applicable law, rules or regulations.
- Third Party Websites
The Services may contain links to other websites that are not owned or controlled by KOER Media (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). We are not responsible for any Third Party Sites or Third Party Content accessed through the Services. Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us. If you decide to access Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable third party’s terms and policies, including privacy and data gathering practices of any website to which you navigate.
7. Price Change
KOER Media reserves the right to change prices or any other charges at any time. We will provide you with at least thirty (30) days notice before charging you with any price change on any annual or longer term plans. It is your sole responsibility to periodically review billing information provided by KOER Media through the user billing tool or through other methods of communication, including notices sent or posted by KOER Media.
8. Limitation of Liability
IN NO EVENT WILL KOER MEDIA ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF KOER MEDIA IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KOER MEDIA’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO KOER MEDIA FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
You agree to indemnify, defend and hold harmless KOER Media, our affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.
10. Independent Contractor
KOER Media and Client are independent contractors and nothing contained in this Agreement places KOER Media and Client in the relationship of principal and agent, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
11. Governing Law; Jurisdiction
Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon an alleged tort, shall be governed by the substantive laws of the State of Nevada.
KOER Media shall not be responsible for any damages your business may suffer. KOER Media makes no warranties of any kind, expressed or implied for the Services. KOER Media disclaims any warranty of merchantability or fitness for a particular purpose, including loss of data resulting from delays, delivery failures, wrong deliveries, and any and all service interruptions caused by KOER Media or our employees.
13. Backups and Data Loss
Your use of the Services is at your sole risk. KOER Media’s backup service runs once a week and overwrites any of our previous backups. Only one week of backups are kept at a time. KOER Media is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on KOER Media’s servers.
14. Limited Warranty
THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, KOER MEDIA AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. KOER MEDIA AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. KOER MEDIA AND OUR AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS ARE NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM USERS OR STORED BY USERS ON OR THROUGH THE SERVICES. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
15. Disclosure to Law Enforcement
KOER Media may disclose User information to law enforcement agencies without further consent or notification to the User upon lawful request from such agencies. We cooperate fully with law enforcement agencies.
16. Entire Agreement
This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
The headings herein are for convenience only and are not part of this Agreement.
18. Changes to the Agreement or the Services
- KOER Media may modify, add, or delete portions of this Agreement at any time. If we have made significant changes to this Agreement, we will post a notice on the KOER Media website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date of the last revision. Any revisions to this Agreement will become effective when posted unless otherwise provided. You agree to any modification to this Agreement by continuing to use the Services after the effective date of any such modification.
- KOER Media reserves the right to modify, change, or discontinue any aspect of the Services at any time.
If any provision or portion of any provision of this Agreement is found to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
No failure or delay by you or KOER Media to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy. No express waiver of, or assent to, any breach of or default in any term or condition of this Agreement by any party hereto shall constitute a waiver of, or an assent to, any succeeding breach of or default in the same or any other term or condition hereof.
21. Assignment; Successors
You may not assign or transfer this Agreement or any of your rights or obligations hereunder, without the prior written consent of KOER Media. Any attempted assignment in violation of this Agreement shall be null and void and of no force or effect whatsoever. KOER Media may assign our rights and obligations under this Agreement, and may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without the consent of User. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
22. Force Majeure
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
23. Third-Party Beneficiaries
Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, user acknowledges and agrees that any supplier of a third-party product or service that is identified as a third-party beneficiary in the service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against user as if it were a party to this Agreement.