Terms of Service – Client

Introduction

1.1. These Terms of Service (“Terms”) govern the relationship between you, the user or client, and Rightway Media Inc. (“Rightway Media,” “we,” “us,” or “our”), a digital marketing, web design, and hosting agency. By accessing, browsing, or using any of our services, you agree to be bound by these Terms.

1.2. We reserve the right to modify or replace these Terms at any time, without prior notice. Your continued use of our services after any changes constitutes acceptance of the new Terms. If you do not agree to any of the Terms, you must stop using our services.

Services

2.1. Rightway Media offers various digital marketing, web design, and hosting services, including but not limited to website design, website development, website hosting, search engine optimization (SEO), social media management, content creation, and email marketing.

2.2. We will provide the services in accordance with the specific terms and conditions agreed upon in writing between you and us. The scope, duration, and fees for the services will be as set forth in the corresponding service agreement or contract.

Account Registration and Security

3.1. To access certain services, you may be required to create an account with us. You must provide accurate, current, and complete information and keep your account information updated.

3.2. You are responsible for maintaining the confidentiality of your account credentials, as well as any activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach.

Fees and Payments

4.1. You agree to pay all applicable fees for the services, as detailed in the service agreement or contract. All fees are non-refundable, except as otherwise provided in these Terms or the service agreement.

4.2. Payment terms will be set forth in the service agreement or contract. We reserve the right to suspend or terminate your access to our services if your payment is overdue.

Intellectual Property Rights

5.1. All materials and content created, developed, or provided by Rightway Media, including but not limited to designs, logos, graphics, text, images, and software, are the property of Rightway Media or its licensors and are protected by copyright, trademark, and other intellectual property laws.

5.2. You are granted a limited, non-exclusive, non-transferable license to use the materials and content provided by Rightway Media solely for the purpose of receiving and using our services. Any other use, reproduction, or distribution of the materials and content is strictly prohibited.

User Content

6.1. You retain all ownership rights to any content, data, or materials that you submit, post, or otherwise provide to us in connection with the services (“User Content”). By providing User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content solely for the purpose of providing the services to you.

6.2. You represent and warrant that you have all necessary rights, licenses, and permissions to grant the above license and that your User Content does not infringe any third-party rights, including copyright, trademark, and privacy rights.

Termination

7.1. Either party may terminate the service agreement or contract upon written notice if the other party breaches any material term or condition of these Terms, and such breach remains uncured for a period of thirty (30) days from the date of notice.

7.2. Upon termination, all licenses and rights granted to you under these Terms will immediately cease, and you must promptly discontinue

all use of our services and materials. Any outstanding fees owed to Rightway Media must be paid in full within thirty (30) days from the date of termination.

Disclaimer of Warranties

8.1. Our services are provided “as is” and “as available” without any warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.2. Rightway Media does not warrant that our services will be uninterrupted, error-free, or completely secure. We do not guarantee that our services will meet your specific requirements or that any results obtained through our services will be accurate, complete, or reliable.

Limitation of Liability

9.1. In no event shall Rightway Media, its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or in connection with the services, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

9.2. Our total liability for any claim arising from or related to the services, regardless of the cause of action, shall not exceed the amount paid by you for the services during the twelve (12) month period immediately preceding the event giving rise to the claim.

Indemnification

10.1. You agree to indemnify, defend, and hold harmless Rightway Media, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your use of our services, your User Content, or your breach of these Terms.

Governing Law and Dispute Resolution

11.1. These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Rightway Media is located, without regard to its conflict of law provisions.

11.2. Any disputes arising out of or in connection with these Terms or our services shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the applicable arbitration organization in the jurisdiction where Rightway Media is located.

Miscellaneous

12.1. These Terms, together with any applicable service agreement or contract, constitute the entire agreement between you and Rightway Media concerning your use of our services and supersede all prior or contemporaneous understandings, agreements, or representations.

12.2. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect.

12.3. The failure of Rightway Media to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

12.4. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms at any time without restriction.

12.5. All notices or other communications required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by email, or sent by certified mail, postage prepaid, return receipt requested, to the addresses specified in the service agreement or contract, or to such other address as either party may designate by written notice to the other party.

Third-Party Services

13.1. Our services may include or require the use of third-party products, services, or platforms. We are not responsible for the availability, functionality, or performance of such third-party products, services, or platforms, and we disclaim any liability arising from their use.

13.2. Your use of third-party products, services, or platforms may be subject to separate terms and conditions, and you agree to comply with all applicable third-party terms and conditions.

Force Majeure

14.1. Neither party shall be liable for any failure or delay in performing its obligations under these Terms, if such failure or delay is caused by circumstances beyond the party’s reasonable control, including but not limited to acts of God, labor disputes, governmental actions, wars, civil disturbances, or natural disasters.

Confidentiality

15.1. Both parties agree to treat as confidential all non-public information received from the other party in connection with the services, including but not limited to technical, financial, and business information, and to use such confidential information only for the purpose of performing its obligations under these Terms or the service agreement.

15.2. The confidentiality obligations shall survive the termination of the service agreement or contract for a period of three (3) years.

No Partnership or Agency

16.1. Nothing in these Terms or the service agreement shall create or imply any partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor and neither party has any authority to bind the other party in any respect.

Contact Information

17.1. If you have any questions, comments, or concerns about these Terms or our services, please contact us at the email address or physical address specified in the service agreement or contract, or as otherwise provided on our website.

Entire Agreement

18.1. These Terms, together with any applicable service agreement, order form, or other agreement entered into by the parties, constitute the entire agreement between you and Rightway Media with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, or representations, whether written or oral.

18.2. In the event of any conflict between these Terms and a service agreement, order form, or other agreement, the terms of the service agreement, order form, or other agreement shall prevail.

Severability

19.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired in any way. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves the original intent of the parties.

Headings

20.1. The section headings used in these Terms are for convenience only and shall not affect the interpretation or construction of any provision of these Terms.

Non-Solicitation

21.1. During the term of the service agreement or contract and for a period of twelve (12) months thereafter, you agree not to directly or indirectly solicit, recruit, or hire any employee or contractor of Rightway Media, without our prior written consent.

Counterparts

22.1. If the service agreement or contract is executed in counterparts, each counterpart shall be deemed an original, and all such counterparts shall constitute one and the same instrument.

Electronic Signatures

23.1. The parties agree that electronic signatures, including but not limited to signatures provided through electronic means such as email or digital signing platforms, shall be deemed valid and legally binding to the same extent as handwritten signatures.

No Waiver

24.1. No waiver of any provision of these Terms by Rightway Media shall be deemed a further or continuing waiver of such provision or any other provision, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Interpretation

25.1. In these Terms, unless the context requires otherwise, words in the singular shall include the plural and vice versa, and references to one gender shall include all genders.

These Terms were last updated on 01/01/23.