Terms of Service for smartcookiemedia.co
NOTICE: These Terms and Conditions of Use are legally binding. It is your responsibility to read these Terms and Conditions of Use carefully prior to purchase, use, or access to any of our products, including online courses.
This agreement is in effect as of April 18, 2018, updated December 2022.
We reserve the right to change this User Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.
RESPONSIBLE USE AND CONDUCT
By visiting our website and accessing the information, resources, services, products, and tools we provide for you, either directly or indirectly (hereafter referred to as ‘Resources’), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of this User Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.
Wherein, you understand that:
- In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.
- You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account/s.
- Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.
- Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.
- Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.
- You are solely responsible any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
- We may provide various open communication tools on our website, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit any type of content to our website, then it is your personal responsibility to use these tools in a responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:
- Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;
ii. Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;
Iii. Contains any type of unauthorized or unsolicited advertising;
Iiii. Impersonates any person or entity, including any smartcookiemedia.co employees or representatives.
We have the right at our sole discretion to remove any content that, we feel in our judgment does not comply with this User Agreement, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any 3rd party copyrights or trademarks. We are not responsible for any delay or failure in removing such content. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us.
- You agree to indemnify and hold harmless SmartCookie Media and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this User Agreement or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this User Agreement. In such event, you shall provide us with such cooperation as is reasonably requested by us.
Further, if you have requested, submitted or participated in a reaction video, branding/website audit, hot seat coaching or similar video created for our blog or social media channels, your submission gives SmartCookie Media and its parent company rights to use you, your website, and/or your likeness in that recorded video, for our marketing or sales purposes in perpetuity.
Client shall place consultant on a daily retainer at a mutually agreed upon rate to be paid with half at the time of the contract and the balance at the agreed upon date.
Client acknowledges that it understands that the retainer is based upon an estimated 8 hours of work to be performed by Consultant for the day, sometimes referred to as a VIP Day, with those hours of time blocked and allocated to Client’s needs.
In the event Client and Consultant mutually agree to alter any services to be provided OR the scope is expanded and Consultant provides any Additional Services, Client shall pay the Consultant the following additional amount of an hourly rate of $200.00 per hour, payable upon Client’s receipt of Consultant’s invoice.
A late fee equal to 10% of the missed payment will be added to every payment not paid within 5 days of the due date.
Consultant acknowledges and agrees that payment as provided shall constitute full and final compensation for all Services and rights granted under this Agreement.
CLIENT RESPONSIBILITIES – VIP Days and Marketing Projects
Client agrees to cooperate with Consultant to provide all information and materials necessary for Consultant to complete the Services. Client agrees to provide, at a minimum, the necessary time investment to meet with and review matters with Consultant, as well as required tasks to be completed 72 business hours (3 business days) prior to any meeting with Consultant.
In the event Client fails to complete tasks or provide any requested information at least 3 business days prior to the Client’s scheduled work period or meeting, Client may “bank” the scheduled time towards work to performed by Consultant for a period of no more than 30 days into the future. Please note that any time banked in Client’s account expires 30 days from the date the credit was issued, and that no more than 5 hours may banked at any time within Client’s account.
In the event Client cancels meeting or a scheduled work period with less than three (3) business days notice, Client may bank the time as indicated above under Section 5.2 above. Please note: continued cancellations without proper notice or continued failure to attend meetings (more than two consecutive meetings) shall prohibit the Client’s ability to bank the time.
TERM – VIP Days and Marketing Projects
This Agreement shall have an initial term of one (1) day, and the term of the Agreement may be extended on a basis upon mutual agreement by both the Client and the Consultant.
MAINTENANCE & MAINTENANCE PLUS PROGRAMS:
CLIENT RESPONSIBILITIES – Maintenance/Maintenance Plus
Client agrees to cooperate with Consultant to provide all login information and access necessary for Consultant to complete the Services. Client agrees to provide, at a minimum, the necessary time investment to meet with and review matters with Consultant.
Client may “bank” the scheduled time towards work to performed by Consultant for a period of no more than 15 days into the future. Please note that any time banked in Client’s account expires 15 days from the date the credit was issued.
In the event Client cancels meeting or a scheduled work period with less than 3 business days notice, Client may bank the time as indicated above under Section 5.2 above. Please note: continued cancellations without proper notice or continued failure to attend meetings (more than two consecutive meetings) shall prohibit the Client’s ability to bank the time.
TERM – Maintenance/Maintenance Plus
This Agreement shall have an initial term of twelve (12) months, with a minimum requirement of three (3) months and the term of the Agreement may be extended on a basis upon mutual agreement by both the Client and the Consultant. See below regarding notice of termination.
TERMINATION FOR ALL SMARTCOOKIE MEDIA PRODUCTS AND PROGRAMS
Either party may terminate this Agreement at any time by giving the other party five (5) days written notice. Due to the nature of the work frontloaded and scheduled out in advance for performing the Services under this Agreement by Consultant, termination of this Agreement initiated by Client shall be only after Consultant fails to cure any default or breach of this Agreement within three (3) days of receipt of notice of Client’s intent to terminate due to such deficient performance.
Upon termination of this Agreement by either party, Consultant shall be entitled to receive any compensation accrued and currently due under the terms of this Agreement. If Client terminates this Agreement on or after the initial calendar day of the month that this Agreement was entered into, Client shall be responsible for the entire monthly fee for that month, as well as the balance of the notice period of three (3) days.
Upon termination by either party, Consultant shall provide to Client any and all copies, in whole or in part, of the Work Product (as then existing) and any and all tangible materials and property the Client provided to Consultant in connection with this Agreement.
Force Majeure. Consultant shall not be liable for delay or failure in the performance of its obligations under this Agreement if such delay or failure is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, inclement weather, global health crisis/pandemic, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, terrorism, civil commotion, or labor disputes.
NO GUARANTEE OF RESULTS
Client acknowledges and agrees that the Consultant does not guarantee results from the use of any products created by Consultant for Clients. Consultant agrees to deliver products, conduct operations timely, and provide the Services in a professional manner, as well as in accordance with good industry practice and all federal, state, and local laws.
Client acknowledges that any results obtained by Consultant for other clients are not a guarantee that Client will obtain the same or similar results by using products created by Consultant. Client agrees that it maintains the sole responsibility for successful use of the product created by Consultant’s services, and that all results are based on Client participation and proper use thereafter.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
In performing the Services, Consultant may have access to sensitive or confidential information related to Client’s business (“Confidential Information”). Consultant agrees not to disclose or make use of any Confidential Information, directly or indirectly, except for the sole benefit of Client, as necessary to perform the Services, and in accordance with Client’s instructions. Consultant shall not directly or indirectly disclose or make use of any Confidential Information after the term of this Agreement for any reason. Consultant will use reasonable care in handling Client’s Confidential Information so that it does not enter the public domain. Consultant will promptly return all Confidential Information to Client upon termination of this Agreement.
Consultant may disclose Confidential Information to the extent that: (i) it becomes publicly available or known by no fault of Consultant; (ii) Client grants permission for such disclosure in writing; or (iii) Consultant obtains the information from a third party, without breach of any obligation to the Client; (iv) disclosure is required by any court or government agency; (v) Consultant reasonably believes that there is an imminent or likely risk of danger or harm to the Client or others; or (vi) it involves illegal activity
“Confidential Information” of Client includes but is not limited to some or all of the following, whether in documentary, electronic or any other form: client or customer lists; prospective client or customer lists; sales leads; Client’s business methods and competitive strategies; Client’s calendar information, Client’s emails and other communications, Client’s notes, forms, documents, & research; information concerning the preferences, requirements, transactions, creditworthiness and characteristics of Client or information concerning the preferences, requirements, transactions, creditworthiness and characteristics of Client’s clients or customers and prospective clients or customers; pricing lists, policies and practices; sources of supply; negotiating strategies; computer software; technical information; sales techniques; financial information; financial reports; data; books and reports; specifications; strategic and technical data; marketing data; market research data; product research and development data; trade secrets; information concerning Client’s business plans; other information concerning Client’s finances, technology and operations; and any other information about or generated by Client which could, if disclosed, be useful to any competitors of Client.
In receiving the Services, Client will have the benefit of proprietary systems, strategies and techniques developed by Consultant (“Consultant’s Proprietary Information”). Client acknowledges that Consultant’s business relies on Consultant’s ability to provide such insights to various clients. Client agrees not to disclose Consultant’s Proprietary Information to any third party, directly or indirectly, during the term of this Agreement or after it ends.
Consultant and Client agree that any breach of the terms of this section will result in irreparable injury to the injured Party for which monetary damages on their own would be inadequate. As such, the Parties agree that the injured Party shall have the right to seek an immediate injunction enjoining any breach or threatened breach of this section, notwithstanding any other limitation of liability in this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
As used in this Agreement, “Work Product” shall mean all data (outside of NPI maintained by Client and/or Client’s confidential information), materials, documentation, computer programs (including software integrations & workflow automations), inventions (whether or not patentable), patents, ideas, discoveries, products, designs, business methods, picture, audio, artistic works, and all works of authorship, including all worldwide rights therein under patent, trademark, copyright, trade secret, confidential information, or other property right, created or developed, in whole or in part, by Consultant while retained by Client, and within the scope of Consultant’s retention by Client, whether or not developed during work hours.
All Work Product is owned by the Consultant, and nothing in this Agreement shall be construed as an assignment of any Work Product to Client. The Consultant grants one revocable, exclusive, royalty-free license to Client for the use of the Work Product within Client’s business for its intended purposes.
To the extent any intellectual property developed or known by Consultant prior to the Effective Date of this Agreement is contained in any Work Product that Consultant delivers to Client or to Client’s customers, Consultant represents and warrants that it has ownership in, or the right to use, such preexisting intellectual property and grants to Client an irrevocable, non-exclusive, royalty-free license to use such intellectual property for Client’s internal business needs within the Work Product and NOT for commercial use or resale purposes.
Client, at Client’s expense, shall release, indemnify and hold Consultant and its directors, officers, shareholders, employees and agents, and the personal representatives and assigns of each, harmless from and against and all claims, suits, liability, cost and expenses, including without limitation, reasonable attorneys’ fees and expenses, in connection with any act or omission of Consultant in providing the Services and/or arising out of any Work Product, unless due to negligence of the Consultant.
Client agrees that Consultant may use the Client’s name, logo, and/or image (but not contact, personal, or confidential information) and materials created by Consultant in performance of the Services in Consultant’s advertising or promotional literature and may publish articles, blog posts or other advertising and promotional material relating to the Client and the Services. Client releases Consultant from any and all liability, including but not limited to infringement of any right to privacy or right to publicity, relating to or arising out of publicity of Client’s name, logo, and/or image as permitted in this section.
NON-SOLICITATION OF CUSTOMERS AND PROSPECTS
Consultant acknowledges that the development, maintenance and/or enhancement of relationships with prospects, clients, and customers is vital to Client’s success and is one of Client’s valuable business assets.
The terms client, customer, prospect or prospective client or customer as used throughout this Agreement shall include all entities, groups and individuals with whom Client has done business, currently does business, or has attempted to do business. Prospect or prospective customer as used throughout this Agreement shall also include all entities, groups and individuals about whom Client has expended resources of any kind as part of an effort to identify such prospects.
Except as directed by Client during the term of this Agreement and for Client’s benefit, Consultant agrees that during the term of this Agreement and for 24 months after the termination of this Agreement for any reason, Consultant will not, directly or indirectly, solicit, divert, contact, or service, or attempt to solicit, divert, contact, or service, on Consultant’s own account or on behalf of any other person or entity, prospects, customers, employees, or clients of Client with whom Consultant interacted in any manner during the term of this Agreement, or about whom Consultant gained significant knowledge or understanding due to Consultant’s relationship with Client under this Agreement.
Nothing contained in this section is intended to limit Client’s or Consultant’s rights or obligations under other provisions of this Agreement.
NON-SOLICITATION OF EMPLOYEES
During the term of this Agreement and for 12 months after the termination of this Agreement for any reason, Consultant agrees not to directly or indirectly solicit or seek to induce or encourage any of Client’s employees or other contractors to leave Client’s employment for any reason, including, without limitation, to work for Consultant or any other person or entity competitive with Client. Further, and without limiting the other covenants in this Agreement, Consultant agrees not to assist any other competitive person or entity in soliciting, diverting or hiring Client’s employees.
LIMITATION OF LIABILITY
Except as expressly provided in this Agreement, Consultant makes no guarantees, representations or warranties of any kind or nature, express or implied with respect to the Services. In no event shall Consultant be liable to Client for any indirect, consequential or special damages. Consultant’s entire liability for any breach of this Agreement, and Client’s sole remedy, shall be limited to the lesser of the total Contract Price or the amount actually paid by the Client to Consultant under this Agreement.
With respect to the Services provided hereunder, Consultant will at all times be an independent contractor. The Parties recognize and agree that Consultant shall not be considered an employee of the Client for any purpose whatsoever. With respect to any Services performed hereunder, nothing in this Agreement shall be construed to give Consultant authority (i) to represent that Consultant is an employee or agent of the Client, (ii) to bind the Client with respect to any contracts or agreements, or (iii) to represent the Client before any court or government or regulatory agency, without the prior, express written authorization of the Client.
INDEMNIFICATION, LIMITATION OF LIABILITY, AND RELEASE OF CLAIMS
This site may use affiliate links to sell certain products or services. We disclaim any and all liability as a result of your purchase through one of these links. We will use reasonable efforts to notify you when and where we have placed affiliate links in addition to this disclaimer located in these Terms and Conditions. You accept express liability for any and all consequences or benefits of clicking the affiliate links contained on this website or related communications.
If at any time we feel you have violated these Terms and Conditions, then we shall immediately terminate your use of our website and any related communications as we deem appropriate. It is within our sole discretion to allow any user’s access of our website, and we may revoke this access at any time without notice, and if necessary, block your IP address from further visits to our site(s).
LIMITATION OF WARRANTIES
By using our website, you understand and agree that all Resources we provide are “as is” and “as available”. This means that we do not represent or warrant to you that:
i) the use of our Resources will meet your needs or requirements.
ii) the use of our Resources will be uninterrupted, timely, secure or free from errors.
iii) the information obtained by using our Resources will be accurate or reliable, and
iv) any defects in the operation or functionality of any Resources we provide will be repaired or corrected.
Furthermore, you understand and agree that:
- v) any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.
vi) no information or advice, whether expressed, implied, oral or written, obtained by you from SmartCookie Media or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.
LIMITATION OF LIABILITY
In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. SmartCookie Media will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.
All content and materials available on smartcookiemedia.co, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of SmartCookie Media, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by SmartCookie Media.
TERMINATION OF USE
You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our website and Resources with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.
This website is controlled by SmartCookie Media. It can be accessed by most countries around the world. By accessing our website, you agree that the statutes and laws of our state, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site.
Furthermore, any action to enforce this User Agreement shall be brought in the federal or state courts You hereby agree to personal jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
UNLESS OTHERWISE EXPRESSED, SmartCookie Media EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTIES AS TO OUR PROGRAMS, PRODUCTS, SERVICES, OR PROGRAM MATERIALS. YOU AGREE THAT PROGRAMS, PRODUCTS, SERVICES, OR PROGRAM MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PROGRAMS, PRODUCTS, SERVICES, OR PROGRAM MATERIALS WILL BE FUNCTIONAL, UNINTERRUPTED, CORRECT, COMPLETE, APPROPRIATE, OR ERROR-FREE, THAT DEFECTS, WILL BE CORRECTED, OR THAT ANY PART OF THE WEBSITE, OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF OUR PROGRAM, PRODUCT, OR SERVICES MATERIALS, OR ON THIRD-PARTY WEBSITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE.
Consultant hereby represents and warrants to the Company that no other party has exclusive rights to Consultant’s services and that entering this Agreement does not and will not (i) breach or conflict with any prior agreement to which Consultant is bound, (ii) compromise any right or trust relationship between Consultant and a third party or (iii) create a conflict of interest for Consultant or Client.
Consultant warrants that the Services shall be performed in a professional manner conforming to generally accepted industry standards and practices. Client agrees that Consultant’s sole and exclusive obligation with respect to the Services covered by this limited warranty shall be, at Consultant’s sole discretion, to correct the nonconformity or to refund any funds paid for the affected Services.
Our website and related materials are provided for educational and informational use only. You agree to indemnify and hold harmless our website and company for any direct or indirect loss or conduct incurred as a result of your use of our website and any related communications, including as a result of any consequences incurred from technological failures such as a payment processor error(s) or system failure(s).
While we may reference certain results, outcomes or situations on this website, you understand and acknowledge that we make no guarantee as to the accuracy of third-party statements contained herein or the likelihood of success for you as a result of these statements or any other statements anywhere on this website. If you have medical, legal, or financial questions, you should consult a medical professional, lawyer, or CPA and/or CFP respectively. We expressly disclaim any and all responsibility for any actions or omissions you choose to make as a result of using this website, related materials, products, courses, or the materials contained herein.
This website is updated on a regular basis and while we try to make accurate statements in a timely and effective manner, we cannot guarantee that all materials and related media contained herein are entirely accurate, complete, or up to date. You expressly acknowledge and understand that any information or knowledge you gain as a result of using this website is used at your own risk. If you should see any errors or omissions and would like to let Us know, please email Us at [email protected]
ALL RIGHTS RESERVED
Email: [email protected]