Unfortunately we cannot currently work with companies in the following industries.
Credit repair, debt assistance, independent business financing/funding (whether a business or individual unless on a pre-approved and pre-paid annual plan with minimum 1 year contract), all affiliate marketing based businesses (if you earn all your revenue based as an affiliate such as recommending funding sources), business affiliate based consultants (those who make money off of referring their clients elsewhere for business services, marketing sources and a “business consultant” unless on a pre-approved and pre-paid annual plan with minimum 1 year contract), temporary businesses (contracted, event websites), any membership based website (subscription based membership websites where people pay money to gain access to private content).
By engaging Lyquid’s services, you are expressly warranting that your business does not fall within one of the named industries, and as such, you expressly hold Lyquid harmless from any and all liability which may arise due to your involvement with one of the named industries.
Acceptance of Terms
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. BY SUBSCRIBING TO LYQUID AGENCY’S SERVICES, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS ( THE “TERMS”) OF THIS AGREEMENT (the “AGREEMENT”). IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CHECK THE APPROPRIATE BOX AND CONTINUE WITH THE ACCOUNT SET-UP PROCESS. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, CLICK THE “BACK” BUTTON ON YOUR BROWSER AND DO NOT SUBSCRIBE TO LYQUID AGENCY’S SERVICES. LYQUID AGENCY AGREES TO PROVIDE SERVICES TO YOU ONLY IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY USE OF LYQUID AGENCY’S SERVICES SHALL CONSTITUTE AN ACT OF ACCEPTANCE OF THE CURRENT TERMS AND CONDITIONS. YOU EXPRESSLY AGREE THAT YOUR VERBAL ASSENT TO THESE TERMS SHALL BE DEEMED AN ACCEPTANCE.
This Agreement is between you (“You” or “Client”) and Lyquid Agency, an Illinois corporation, it’s legal successors and assigns (“We,” “Us,” “Our,” “Lyquid,” “Lyquid Agency,” or “Company”)
You are entering a subscription for the web and marketing services provided by Lyquid as may be agreed upon in a separate statement of work (the “Services”).
The term of this Agreement shall commence upon acceptance of this Agreement and shall continue in full force and effect until each subscription is cancelled or otherwise terminated pursuant to this Agreement.
About Lyquid’s Services
Please note that some features may only be available with certain Lyquid offerings. Make sure to discuss the features included with your plan with your Lyquid representative.
The following services are not included in any of the website plans offered but may be purchased separately as additional graphic services: (i) any revisions beyond the revisions included in your applicable web plan; (ii) photo manipulation services, such as cutting the image out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness to match. The following photo manipulation services are not available, even as additional services: Color correction or making a low-resolution image a higher resolution.
Please note that Website plans may be adjusted at any time. Website tools, features and services may be eliminated at any time. Contact Lyquid for current availability. In the event Lyquid elects to discontinue a plan, service, tool, feature or offering for which you have an active subscription, Lyquid will continue to provide such application for the duration of your subscription. Upon the expiration or cancellation of your current subscription, feature pricing and availability will be adjusted accordingly.
For a thorough description of each web plan, please view the corresponding sectional page (links are below for each). Necessary clarification disclaimers for certain web plans and service options can be discussed with your Lyquid representative so you understand what each web plan has, does and does not do.
Typical Development Process
At Lyquid, our expertise in the website development field has led us to a pretty efficient way of working. So, while every relationship is different, here’s what you can typically expect after signing up with Lyquid.
- Development work will commence upon Your completion and uploading of all necessary website content via the Website Development Process (see below).
- Website Development Process:
- You sign up for the Services and submit Your account setup form and payment account information. You may also opt to have a Lyquid representative set up your account.
- You’ll complete the Client Worksheet (Sections 1, 2 and 3) with your assigned Site Manager via a phone appointment and submit it back to Lyquid, if needed.
- You’ll then receive login instructions for Lyquid’s client portal. You will then need to upload all files necessary for Lyquid to begin service. Email submissions may be acceptable in some situations, but check with your Lyquid representative.
- Please note that due to Lyquid’s need for a complete file prior to beginning service, Lyquid may begin work prior to all completed steps to aid in a faster launch time, but it is not required to do so.
- You and Lyquid will then work together to complete the website in a timely manner. Lyquid will work expeditiously to complete the website if possible, but some items may be outside of its control and may cause delay- for example, if You do not supply complete text and graphics content for all agreed upon web pages.
- In the event that delay is outside of Lyquid’s control, Lyquid may elect to either launch your website as is or place a temporary Under Construction web page online. Please note that Lyquid is not liable for an unfinished website while waiting for You to submit necessary information for completion.
- Please note that currently, we are unable to customize some aspects of website design so all requests for customization may not be approved. Styles are developed with certain elements that are customizable and some that are not. While we will try to accommodate customization requests, We cannot be liable for technological constraints on customization.
- Once You and Lyquid complete all design elements, Lyquid will supply one copy of your completed website for your use in accordance with our Agreement (minor revisions will be provided if needed prior to launch as long as they are reasonable). Major revisions needed prior or post launch will result in additional fees (view Client Store for current pricing options). If You choose to change the main design and direction of the website at any time additional fees may also be required. New design requests may result in adjusted recurring costs as determined by Your Site Manager or Lyquid’s Support Team.
Content and Conduct; Rules and Obligations
As Lyquid strives to offer the very best service, there are certain guidelines and policies that must be adhered to by Lyquid’s clients. As such, Lyquid reserves the right to refuse to publish any content in violation of these guidelines or remove any Content previously published in its sole and absolute discretion. Direct violations by Clients are strictly forbidden and will result in the immediate termination of any Agreement We may have with You. As a Lyquid Client, You agree to conduct Your business in a legal and professional manner. You understand that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Your website is Your sole responsibility.
Unacceptable practices include, but are not limited to:
- Offensive or otherwise distasteful material
- Bulk emailing tools
- Distribution of internet viruses or other harmful or destructive activities
- Hacking and cracking
- Scams or phishing for personal information
- Gambling, gaming, lotteries, and like activities
- Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language
- Defamatory, hateful or revenge content or language.
- Aids to pass drug tests or aids to pass lie detector tests.
- Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
- Multi-level Marketing without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
- Reverse Funnel Systems
- Cash Gifting
- Illegal drugs or drug paraphernalia
- Prescription drugs and related content
- Alcohol sales
- Tobacco sales
- Miracle cures
- Fake documents
- Fireworks, pyrotechnics, firearms, explosives or weapons.
- Intentional or unintentional violations of any applicable local, state, national or international law.
- Reselling of email accounts or hosting accounts to third parties.
- Reselling of any Lyquid’s services
- Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
- Links to other sites that are in violation of Lyquid’s policies and guidelines
- Other activities, whether lawful or unlawful, that Lyquid deems to be in poor taste or that reflect adversely on Lyquid or Lyquid’s other clients
Lyquid reserves the right to refuse to design or host an account at its sole discretion at any time.
You agree that You will bear all risk and liability associated with any Content, including any reliance upon accuracy, usefulness or completeness.
Please see Lyquid’s Support and Phone Policy HERE. When you access the Company website and provide information to Lyquid, or when you purchase Lyquid Services, you acknowledge that you have read and understand the terms contained in the Company Phone and Support Policy and expressly agree to all such terms.
In addition, please note that, due to Lyquid’s use of third party applications and servers, occasionally, events beyond Our control may lead to temporary issues, like the inability to send emails for a short time. While these instances are incredibly rare, it’s important that You understand that there is a remote possibility they may occur from time to time. In the event they do, rest assured that Lyquid works to resolve these matters as quickly as possible. As Lyquid does not have the ability to control the conduct of other parties, it bears no responsibility or liability for any such event.
LYQUID, IN ITS CREATION, DEVELOPMENT AND MAINTENANCE OF YOUR WEBSITE, INCLUDING THE USE OF PROPRIETARY SOFTWARE AND STRATEGIES, AS WELL AS THE USE OF CORPORATE LICENSING FOR VARIOUS SOFTWARE USED, DOES NOT TRANSFER ANY OWNERSHIP RIGHTS IN ANY MATERIALS WHICH INCLUDE, BUT ARE NOT LIMITED TO CODE, SOFTWARE, SOFTWARE DOCUMENTATION, DESIGN OF AND “LOOK AND FEEL,” LAYOUT, PHOTOGRAPHS, GRAPHICS, AUDIO, VIDEO, MESSAGES, INTERACTIVE AND INSTANT MESSAGING, DESIGN AND FUNCTIONS, FILES, DOCUMENTS, IMAGES, OR OTHER MATERIALS, WHETHER PUBLICLY POSTED OR PRIVATELY TRANSMITTED, AS WELL AS ALL DERIVATIVE WORKS THEREOF (“MATERIALS”). AS SUCH, ALL MATERIALS REMAIN THE SOLE PROPOERTY OF LYQUID. UPON CANCELLATION OF YOUR ACCOUNT WITH LYQUID YOU WILL NOT RETAIN ANY INTEREST IN ANY MATERIALS, AND LYQUID IS UNDER NO OBLIGATION, CONTRACTUAL OR OTHERWISE TO TRANSFER TO YOU ANY MATERIALS, OR COPIES OF DERIVITIVE WORKS THEREOF. UPON CANCELLATION, WHETHER BY CLIENT OR LYQUID, YOUR WEBSITE WILL BE PERMANENTLY REMOVED FROM THE WEB AND ANY ONLINE VIEWING AND USE CAPABILITIES WILL CEASE. IN THE EVENT YOU SUBSEQUENTLY CLOSE AND MOVE TO ANOTHER SERVICE PROVIDER, IT IS YOUR RESPONSIBILITY TO PRE-ARRANGE ANY SUCH MOVE. LYQUID SHALL HAVE NO RESPONSIBILITY FOR FACILIATING ANY SUCH TRANSFER AND YOU ACKNOWLEDGE AND AGREE THAT YOU REMAIN SOLELY RESPONSIBLE FOR ANY LOSS OF BUSINESS FOR ANY SUCH ACCOUNT CLOSURE.
The Services, all Materials used in connection with the Service, and all other services provided by or through Lyquid are owned by Us or other parties that have licensed their materials, content, or provided services to Us, and are protected by copyright, trademark, trade secret, and other intellectual property laws.
Lyquid Agency gives you permission to use the Materials to the extent, and only to the extent, necessary to access and use your website in accordance with these Terms. This permission does not permit you to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in these Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services or Materials, create derivative works based on or in any manner commercially exploit the Services or Materials, in whole or in part, other than as expressly permitted in these Terms. Any use of the Service or Materials for any purpose other than as specifically permitted herein or without Our prior consent or the prior written consent of our licensors or advertisers, as applicable, is expressly prohibited. We reserve all rights not expressly granted in these Terms.
All trademarks, service marks, logos, slogans, and taglines (individually and collectively, “Mark” or “Marks”) are the property of Lyquid or their respective owners. Except as otherwise specifically provided herein, no license or right to use any Mark is granted without the express written permission of Lyquid or the respective third-party Mark owner.
Subject to the Terms of this Agreement and the limitations imposed herein, Lyquid hereby grants You, solely during the term of this Agreement an exclusive non-perpetual right to access and use the website produced by Lyquid specifically for your use. Such license shall terminate upon the expiration or termination of this Agreement. You hereby grant Lyquid Agency a non-exclusive, royalty-free, transferable license, with rights to sublicense, to use, reproduce, display, perform and create derivative works of your content to perform this Agreement, including to store, offer and provide website content.
As between Us and except for the licenses granted by this Agreement, (a) You retain all right, title and interest, including all related intellectual property rights, in and to Your Content (as defined herein) and (b) LYQUID AGENCY RETAINS ALL RIGHT, TITLE, AND INTEREST, INCLUDING ALL RELATED INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE LYQUID AGENCY PLATFORM, YOUR WEBSITE (INCLUDING THEMES, CONTENT AND UNDERLYING SCRIPTS AND CODING BUT EXCLUDING YOUR CONTENT), OTHER SOFTWARE, DOMAIN NAMES ACQUIRED ON YOUR BEHALF, INFORMATION AND MATERIALS MADE AVAILABLE UNDER THIS AGREEMENT AND ALL MODIFICATIONS TO AND DERIVATIVE WORKS (“DERIVATIVE WORKS”) OF ANY AND ALL OF THE FOREGOING (“Lyquid Content”). To the extent You may have any rights to Derivative Works, You hereby assign and agree to assign to Lyquid all right, title and interest, including all related intellectual property rights, in and to the Derivative Works. To the extent any rights cannot be assigned (such as moral rights), You hereby waive and agree never to assert them.
“Your Content” means videos, photos, images, audio, music, sounds, graphics, special effects, images, logos, branding, marks and other files, information and content, including, without limitation, flash animation and flash files that You upload, post, or otherwise make available or provide Lyquid Agency, including Your scripts. You represent to Lyquid and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Lyquid for inclusion in website are owned by You, or that You have permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Lyquid and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
UPON TERMINATION OF THIS AGREEMENT, LYQUID RETAINS ALL RIGHTS IN THE LYQUID CONTENT, INCLUDING YOUR WEBSITE AND DOMAIN NAME, IF ACQUIRED BY LYQUID ON YOUR BEHALF, AND YOU WILL NOT BE ENTITED TO TRANSFER OF ANY RIGHTS OR OWNERSHIP WITHOUT LYQUID’S CONSENT.
You are prohibited from copying graphics off the Website after the Website has been launched to be used in other materials either online or in print form unless separately purchase from Lyquid. You may purchase the rights to use available Website graphics at an agreed upon fee.
Lyquid retains the right to place “authored” information and links to Lyquid’s websites. (i.e. Designed by: Lyquid Agency, Fueled By: Lyquid Power Hosting, etc).
Lyquid respects the intellectual property rights of others, and we ask You to do the same. Lyquid may, in appropriate circumstances and at our discretion, terminate Services and/or access to Websites for users who infringe the intellectual property rights of others, as well as block or delete their Content. If You believe that your work is the subject of copyright infringement and/or trademark infringement and appears on a Lyquid Client Website over which Lyquid has retained control please provide Lyquid’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Lyquid to locate the material.
- Information reasonably sufficient to permit Lyquid to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Lyquid’s contact for notice of claims of copyright or trademark infringement can be reached as follows:
- Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
- Submitting a DMCA Counter-Notification. Lyquid will notify you that we have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, You may provide us with a counter-notification in writing to Lyquid’s designated agent that includes all of the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Lyquid Agency may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
- Termination of Repeat Infringers. Lyquid reserves the right, in its sole discretion, to terminate the account or access of any user services who is the subject or repeated DMCA or other infringement notifications.
Permission to Use Names, Logos and Trademarks
You may publish or disclose information regarding your Website and shall acknowledge the support of Lyquid in all such publications. You agree not to use Lyquid’s name in any advertising or publicity without the prior written approval from Lyquid. Lyquid may use Your name in any advertising or publicity without your prior written approval.
Selling and E-Commerce
If You request Lyquid to enter products into Your eCommerce store on Your behalf, You will be charged, and agree to pay, for each product added to the store at Lyquid’s current hourly rate. You agree to submit store content to Lyquid immediately after Lyquid acknowledges and agrees to provide such service to You. Lyquid retains the right to refuse any request for this service.
You are responsible for testing the functionality of the e-commerce store upon Lyquid’s request for approval and notification that the Website or requested Support ticket assistance has been completed. This includes but is not limited to testing the payment functionality, verifying all product variations and attributes are correctly entered including necessary tax rates, shipping charges, and all item pricing is accurate in accordance to your own fees. Lyquid is not responsible for functionality of third-party services such as, but not limited to, merchant accounts, or payment gateways. Upon Your approval of the Website, the Website will go live.
You are solely responsible for complying with all laws, taxes, and tariffs arising from or implicated by Your e-commerce activities, and will hold harmless, protect, and defend Lyquid and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
Fees and Payments
Upon entering this Agreement, You authorize Lyquid to charge your credit card on file for all fees. Fees to Lyquid are due and payable immediately. Account start-up fees and recurring fees will be paid to Lyquid at rates specified prior to purchase. All payments must be made in US funds. Agreed upon setup costs must be paid in full upon commencement of the Term of this Agreement. All recurring fees will be due and payable, and will be automatically charged to the credit card on file (or in any other form as Lyquid may require) at the intervals agreed upon and for the duration of the subscription for Services. All fees are nonrefundable (subject to Lyquid’s Refund Policy).
Failed and/or Late Payments
You must at all times, keep credit card information and Your payment account accurate, correct and updated. You may contact Lyquid at firstname.lastname@example.org to change the credit card on file. Failure to keep account information current with Lyquid may result in termination of Services and deletion of your Website and Content. Excessive late or failed payments may, in Lyquid’s sole discretion lead to a requirement that You migrate to an annualized subscription plan with a minimum commitment of twelve months and pay all associated fees upfront.
In the event You believe Your account has been accessed by a third party or additional Services have been purchased without Your prior approval or authorization, You must email Lyquid at email@example.com to alert Us of the potentially fraudulent activity. We will attempt to resolve any issue prior to charges being applied to your account; however please note that YOU, AND NOT LYQUID, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY WHICH WERE NOT AUTHORIZED BY YOU.
The following Schedule applies to Late Payments:
If at any time Lyquid is unable to process a recurring fee owed by You, You will receive an immediate email notification warning informing You that payment was unsuccessful. You will then have five (5) days to update payment information with Lyquid. Lyquid may or may not send follow up reminders during the five day grace period.
If You fail to submit accurate payment information to Lyquid sufficient for your account to be immediately charged with payment processed for all amounts due, You will be notified by email that Your Website and all Services have been suspended including but not limited to the use of all email addresses associated with Your Website and domain which Lyquid may have supplied.
You will then have will five (5) additional days from account suspension to submit payment for all fees due. If fees are not paid, Your account will be terminated, Your Website will be deleted and all Services, and this Agreement will Terminate. In the event of a termination for failure to pay, you will remain responsible for all agreed upon payments for which Lyquid reserves the right to resort to any legal means to collect.
Account Reactivation after Termination
If, after account termination, You wish to re-open Your account with Lyquid, You will be required to pay a minimum website reconfiguration fee of $250 along with any delinquent fees in full and all payments for subsequent services will be required to be made annually (with a minimum subscription period of 12 months). Lyquid cannot guarantee that Your domain name will be available for reuse. If the original domain name associated with your Website is no longer available, You must purchase a new domain name for use through Lyquid or a third party registrar.
Clients who terminate this Agreement by failing to comply with the Late Payment Policy set forth above may be permanently banned from using Lyquid Agency’s services in the future.
Cancellation of Services
Upon fulfilling your commitment period, You may cancel services at any time subject to the following restrictions with 30 days’ written notice to firstname.lastname@example.org. Upon cancellation, services and obligations by Lyquid will no longer be required under this Agreement.
Ownership and Non-Transfer of Website
Lyquid is a purely subscription-based company. Therefore, upon cancellation, Lyquid retains all rights and ownership of the Lyquid Content and does not transfer any ownership rights, rights of use or website files to You. Upon cancellation, whether by Client, Lyquid or otherwise, Your website will be permanently removed and any online viewing and use capabilities will cease.
Responsibility for Site Migration
Upon cancellation, all Services will cease (this includes email management and access for accounts set up by Lyquid or through Lyquid “Lyquid Email Accounts”). Emails to or from Lyquid Email Accounts which may be stored on Lyquid servers may be deleted immediately with no ability to recover such files at a later date. So, in the event you contemplate cancelling your account, it is your responsibility to migrate copies of any emails stored on Lyquid Servers or in Lyquid Email Accounts prior to cancellation. In the event Lyquid transfers any such emails on your behalf, in its sole determination, additional fees may apply.
Reopening a Previously Cancelled Account.
Lyquid may elect to permit you to reopen a cancelled account upon payment of additional fees. The amount and payment schedule of such fees will be determined by Lyquid.
Accounts in Holding
We understand that unforeseen circumstances may arise from time to time. So, in the event You have encountered any circumstances that make it difficult to meet your payment requirements under this Agreement, you may request permission to place your account in holding. Upon placing an account in holding, your fees may be reduced to a percentage of your total fees. Upon placing an account in holding, your website will be taken offline, and all marketing services and other Services will cease, but you will retain access to Lyquid Email Accounts. To reactivate your account, a one-time reactivation fee is required.
Copying Website Content
Lyquid invests significant time and resources in developing the Lyquid Content. As such, neither You nor Your agents, or any other third party’s action on your behalf or at your direction are permitted to copy or duplicate any Lyquid Content. In the event that Lyquid reasonably suspects that You or a third person authorized by You is intending to copy or otherwise misuse the Lyquid Content, Lyquid reserves the right to take any action necessary to protect its interest in the Lyquid Content, including but not limited to implementing copyright blocks of website content and temporarily locking Your account.
For information on refunds, please see Lyquid’s Refund Policy. The Lyquid Refund Policy applies to all Service Agreements. By agreeing to purchase Services under this Agreement, you acknowledge that you have read, understand and agree to be bound by Lyquid’s Refund Policy.
You may cancel this Agreement at any time by providing 30 days’ written notice to Lyquid. Upon cancellation, refunds will be given in accordance with the Lyquid Refund Policy. Cancellation will not result in a proration of any amounts previously paid for Services.
Cancellation by Lyquid
Lyquid may terminate this Agreement, for any reason or for no reason, upon not less than 30 days prior written notice to you stating such intention to terminate this Agreement. This notice requirement does not apply to any termination due to late payment or failure to make payment. Upon such termination you must continue to pay all fees due to date. In the event your account is terminated, you may be banned, at Lyquid’s discretion from any future services.
In addition, as You have expectations of Us with regards to serving you a great website, exemplary service and responsiveness, We equally expect You, as our client, to effectively communicate in return. As such, We expect that you will frequently check email, (including spam folders!) and phone messages. In the event You frequently fail to respond to emails or phone calls We may, in our sole and absolute discretion, terminate this Agreement and collect all fees due for the remainder of any subscription period.
Third Party Services and Applications; No Implied Endorsement
Any reference to any Third Party Materials is not an approval or endorsement by Us.
Lyquid is not responsible or liable for any loss or damage incurred as a result of Your use of any third party’s service, product, software, content, or website (collectively, “Third Party Materials”) whether or not You were linked to or directed to any Third Party Materials through the website or within email notifications. Third Party Materials, such as email, e-commerce and payment services including but not limited to, Braintree Payments and other payment options, may be subject to the applicable third party terms of service and privacy policies, and You are solely responsible for reviewing, agreeing to, and complying with any such terms before you use any Third Party Materials. Your use of any Third Party Materials is at your own discretion and risk. If you do not agree to the third party’s terms of service or license agreement, do not download or use the Third Party Materials. Your use of any Third Party Materials obtained through Lyquid does not transfer to You any rights, title, or interest in or to the Third Party Materials beyond the terms contained in the third party provider’s terms of service or license. Any third party whose services or applications you wish to use must be directly coordinated by Lyquid personnel. In the event additional functionality is being added to Your website, additional fees may apply. Lyquid reserves the right, in its sole and absolute discretion to add or refuse to add any such functionality or improvement.
Domain Names; Registration
Lyquid will pay current costs to register a domain name for Your use unless You already own a domain name to be used with your website. If You do own Your domain name, Your assistance may be required to modify domain settings, Nameservers and Host Records. If You do not own Your domain name, Lyquid will acquire one on Your behalf for use with your website. Lyquid will register the domain name to Lyquid and retain ownership and control. You may use the domain name while an active client of Lyquid, however upon cancellation of Your account or termination of this Agreement, you forfeit any and all rights to use that domain name. At Lyquid’s option, and upon Your request, You may purchase all domain name rights from Lyquid for an agreed upon price.
Websites designed by Us are built on and integrated with our hosting platform, and any attempt to migrate or otherwise transfer any such website to another hosting provider is prohibited.
Lyquid is not liable for criminal attacks against Your website. If suspicious activity is recognized by Lyquid Support Staff, we may issue recommendations about upgrading website security to certain levels. Not all activity is able to be recognized and may otherwise be “cloaked,” “masked” or in other means “hidden” from standard view, so Lyquid is not liable for any failure to recognize any potential or actual harm unless Additional Security Services are included in your subscription. However, please note that advanced security options are not guaranteed to prevent attacks and successful breeches of Your website. They merely increase the potential that a threat will be recognized and diffused prior to occurring. Lyquid is not liable for any loss of business as a result of criminal attacks on Your website.
Lyquid manages and maintains all website files, databases and email addresses for You through server networks. By engaging Our services you acknowledge that your data will be subject to third party control. Such third parties retain responsibility for the ultimate security of your data hosted on their servers and Lyquid cannot be held responsible for any security breach or failure of any third party host. You do not have direct access to the server or server files, and any special needs or requests relating to files or databases may be submitted to Us via email at email@example.com. Special requests may incur a separate charge that will be discussed prior to any work being completed. Not all requests will be approved and are considered on a case to case basis. Unless otherwise approved by Lyquid, third parties are not permitted to conduct any work on your website (copywriting, editing and publishing of blog posts excluded) through your account. You may request separate account credentials for a third party, however, granting of access will remain within Lyquid’s sole discretion.
Speed and Load Times
Every website is different and therefore will load at varying speeds. Several variables affect the speed at which a web page will load, such include, but are not limited to: image file sizes, user’s Internet speed, user’s computer/phone/tablet stability/health/memory, current server condition, amount of traffic the server is accepting at the given time, the number of tools a website has had integrated and more. If You would like Your website to load at a faster speed, Lyquid offers Advanced Website Caching as an ongoing website feature as well as Image Compression Sweeps. In addition, due to the effects substantial increases in traffic may have on other client sites sharing your server, in the event unforeseen circumstances cause a substantial increase in traffic or site usage, Lyquid reserves the right to migrate You to an alternative hosting environment or plan if it reasonably believes that such a move will alleviate the unforeseen stresses that the increased traffic and/or usage has caused. You may be responsible for additional fees in the event such a move is necessary.
Access and Editing Web Pages
You understand that Lyquid Agency is not obligated to grant access to programming code/language as part of our service. Lyquid reserves the right to approve or deny access to web page editing at our full discretion at any time. Typical reasons for denial or revoked access include, but are not limited to, suspicious website traffic, account status issues, previous editing issues, suspicious use of account, etc.
You accept that granting access to edit certain web pages is approved on a case-by-case basis, which is reviewed by Lyquid’s staff at random, and that your account must be in good standing at the time of the request.
You understand and accept that should any web pages you edit cause a “break” in the function of your website or any web page, you will be responsible for support costs for the issue source investigation and any associated reprogramming costs (to be performed by Lyquid Agency). Should reprogramming be required, you accept that this may effect approval of future editing access requests.
Lyquid reserves the right to back up or archive Your website before delivery or in the event of cancellation; however, in no event shall Lyquid be required to make any such backup. All backups are conducted in the sole and absolute discretion of Lyquid.
Email Integration and Deliverability
If You use Lyquid’s email address service, Lyquid will configure Your account(s) to function with the official domain email addresses. Complete functionality with specific provider configurations is not guaranteed and You are solely responsible for any other configuration which You may wish to attempt. Please note that spamming and other abusive email practices are prohibited on Lyquid Email Accounts. If You are found to have conducted any such activity, You will receive a warning that such conduct is prohibited. Subsequent violations may result in Email address suspension and/or termination. Currently, we support the following email clients:
PC Desktop and Apple Computers
- Microsoft Outlook – POP3 and IMAP access (we recommend POP3 so you have a back up of your emails)
Online Browser Options
- Outlook.com (POP3 import ONLY available – 30-60 minute delay with receiving mail)
- Gmail.com (POP3 import ONLY available – 30-60 minute delay with receiving mail)
Mobile and Tablet
- Outlook official free app for mobile and tablet (Android, Windows and iOS – IMAP streaming)
- Gmail official free app for mobile and tablet (Android, Windows and iOS – IMAP streaming)
- TypeMail free app for mobile and tablet (Android, Windows and iOS – IMAP streaming)
Our completion of the Services depends upon your timely feedback and approval. We are not responsible for additional fees, time, or expenses incurred because of delays caused by your lack of or untimely response, feedback or approval, including your failure to initiate the design process.
You are responsible for testing the functionality of Your website upon Lyquid’s request for approval, and notification that the website has been completed. This includes, but is not limited to: functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Your approval of the website to “go live” You agree that services have been rendered and functionality of your website has been tested and approved.
If you do not respond within 10 business days to Lyquid’s request for approval and notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed approved by You, and the website will go live “as-is”.
You are responsible for maintaining the security of Your account. You are also solely responsible for the activity that occurs on your account, whether authorized by you or not. You must keep Your account information and passwords secure. We are not responsible for any unauthorized use of or access to your account.
SEO AND SEARCH ENGINE RANKINGS
Lyquid does not guarantee and is in any way responsible for the placement of Your website on any Search Engine’s results pages.
Lyquid offers various SEO Tools that are only meant to assist You with website performance. These tools are supplied and are known to attract Search Engine bots, however the end result is ultimately determined by third parties, such as Google, Yahoo and Bing. Lyquid has no influence with how Search Engines function and produce ranking results. If You would like to increase Your chances at appearing higher in Search Results for specific “keywords,” You may add any of Lyquid’s SEO services and SEO tools to Your website at any time.
You agree to defend, indemnify and hold harmless Lyquid, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content You submit, post, transmit or make available through Lyquid ‘s services, from any product sold by You, Your agents or employees or assigns, from any service provided or performed or agreed to be performed by Lyquid or from Your breach or violation of this Agreement, including any obligation, representation, or warranty made herein, or Your violation of any rights of another. You further agree to defend, indemnify and hold harmless Lyquid, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, or promises made between You and third parties, or arising from or related to Your negligence in relation to third parties.
Disclaimer of Warranties
While Lyquid strives to provide Services that meet your expectations, we cannot guarantee expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF LYQUID’S SERVICES IS AT YOUR OWN RISK. LYQUID’S SERVICES ARE PROVIDED “AS IS”. LYQUID DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. LYQUID DISCLAIMS ANY WARRANTIES REGARDING LYQUID’S SERVICES INCLUDING THAT THEY WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. LYQUID DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF LYQUID’S SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. LYQUID DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF YOUR PRODUCTS, SERVICES, SALES, OR WEBSITE. LYQUID DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH LYQUID’S SERVICES, OR LINKS PROVIDED BY LYQUID’S SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY LYQUID OR OBTAINED THROUGH LINKS PROVIDED THROUGH LYQUID’S SERVICES.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF LYQUID SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
While Lyquid uses reasonable efforts to provide accurate information on its website, Lyquid gives no warranty as to the accuracy of any website content and reserves the right to withdraw or delete information or content from the website at any time.
Limitation of Liability
CLIENT UNDERSTANDS AND AGREES THAT LYQUID, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LYQUID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE DELIVERY OF SERVICES OR UNDER THIS AGREEMENT (INCLUDING CANCELLATION OR TERMINATION OF THIS AGREEMENT). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE LYQUID’S SERVICES, RELIANCE ON LYQUID’S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF LYQUID’S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO LYQUID’S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO LYQUID’S SERVICES.
Without limiting the foregoing, under no circumstance shall Lyquid be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, nonperformance of third parties, or loss of or fluctuations in heat, light or air conditioning. Lyquid’s full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to Lyquid during the current subscription period.
You waive all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against Lyquid, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only.
Notwithstanding anything in this section to the contrary, In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the services, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach a solution within a period of 60 days, then the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If the parties cannot reach a resolution through good-faith mediation, then upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.
If You wish to dispute a charge, You must first contact Lyquid in writing at:
PO Box 1036
Longmont, CO 80502
If You elect to send request by email, a copy of the request must also be sent via USPS as confirmation. Lyquid shall have 10 business days to respond upon delivery and Lyquid’s acceptance of USPS’s delivery of your letter.
If You initiate a credit card dispute (such as a charge-back) and the decision of the credit card company is made through an arbitration process, the decision of the credit card company shall be binding. Lyquid may suspend all Services until any billing dispute is resolved. Clients that activate any credit card charge-back for non-fraudulent payments will be barred from further Service with Lyquid and no refunds provided for Services already purchased (including outstanding time on remaining subscriptions). Lyquid reserves the right to send delinquent accounts to a collection agency, for which You shall be responsible for any collection fees and/or attorney’s fees.
Amendment and Modification
We may modify this Agreement from time to time in our sole discretion. You should review this Agreement periodically to ensure familiarity with its then-current terms and conditions. Your continued use of the Services following any modification of this Agreement shall constitute your acceptance of such modifications to this Agreement at http://lyquidagency.com/terms-of-service-agreement.
Lyquid may assign this Agreement, whether whole or in part, to any successor in interest, without Your consent.
Compliance with Laws
Each party shall comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Governing Law; Venue
This Agreement and the services delivered hereunder shall be governed by the laws of the State of Illinois. You consent to the exclusive jurisdiction (personal and subject matter) and venue of courts of Cook and Kane County, Illinois in all disputes arising out of or relating to the services or this Agreement.
No Construction Against Drafter
Each Party has participated in negotiating and drafting this Agreement, so if an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of this Agreement.
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent via email or certified mail, return receipt requested, to the address set forth below, as permitted by applicable law. If You choose to send request via email, a copy of the request must also be sent via USPS mail (to the address below) as confirmation of the request.
PO Box 1036
Longmont, CO 80502
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitation set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Last Updated: Thursday, February 12, 2017