WEBSITE SERVICE TERMS AND CONDITIONS
These additional terms and conditions are incorporated by reference between the Hip Hoopla, LLC (“Provider”) and Customer, effective once the contract is fully executed by Provider and Customer. Hip Hoopla, LLC agrees to perform the services described in the statement of work and Exhibit A, in connection with the service and maintenance of the Website (the “Services”). For and in consideration of the Services performed, Customer agrees to the Payment Terms set out on Exhibit A. This Agreement shall continue in force, unless otherwise terminated, for a period of twelve (12) month[s], and will renew automatically on a month to month basis thereafter unless either party provides sixty (60) day written notice of its intent not to renew.
In order for Hip Hoopla, LLC to better perform its services, the Customer agrees to provide all assistance and cooperation to ensure the Website remains functional and up to date. By way of example, Customer will provide initial information, monitor the content of the Website, maintain password secrecy and notify Hip Hoopla LLC in the event of any changes or additions to the current systems, software, and/or hardware.
Hip Hoopla LLC agrees, during the Agreement Term and for a period of twelve months thereafter, to keep proprietary information, technical data, and trade secrets, in confidence. Hip Hoopla may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the Customer’s personnel or authorized representatives or for any other purpose the Customer may hereafter authorize in writing.
Hip Hoopla LLC agrees to perform the Services hereunder solely as an independent contractor. The Customer shall not be responsible for withholding taxes with respect to any payments made to Hip Hoopla LLC. Nothing in this Agreement shall create any obligation between either Party and a third party. Hip Hoopla LLC is free to engage in other website maintenance activities for other customers.
The Customer represents to the Hip Hoopla LLC and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend Hip Hoopla LLC from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Customer. The Customer further represents to Hip Hoopla LLC that its domain names or URL listing does not infringe, dilute, or otherwise violate third party rights or trademarks. Customer expressly authorizes Hip Hoopla LLC to open and establish accounts for online site and business registration, including social media such as LinkedIn, Twitter & Facebook.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Customer agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Hip Hoopla LLC from any claim, suit, penalty, tax, or tariff arising from the Customer’s exercise of Internet electronic commerce.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties. A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control.
The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the business address of each party listed below.
This Agreement shall be governed by the laws of the state of Missouri; both parties consent to jurisdiction in this state and venue in the County of Franklin, State of Missouri. In the event that it is necessary for Hip Hoopla LLC to bring suit to enforce this contract or to collect damages for violation of any of the provisions of the same, then, in said event, the Customer agrees to pay all costs of collection, including reasonable attorney fees, court costs, interest from the date of demand at a rate of nine (9%) percent per year, all other expenses, whether or not taxable as court costs, in addition to any other relief to which Hip Hoopla LLC may be entitled. If the Customer is in breach of this contract, then, (a) Hip Hoopla LLC may declare that all obligations of Hip Hoopla LLC under this contract null and void, (b) all financial obligations of the Customer to Hip Hoopla LLC resulting from this contract shall be immediately due and payable in full, and (c) exercise any other remedy available at law and in equity. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. This Agreement, together with Exhibit A hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.