Pricing and Payment Terms: Client agrees to pay fees identified in accordance with this agreement. Set up fees are payable in advance directly to High Impact Dealer via credit card company or certified check payable to High Impact Dealer. Client agrees to provide all of the necessary information to receive credit approval. All additional custom work that is outside of the agreement between client and High Impact Dealer will be billed at $95 per hour. Client agrees to pay High Impact Dealer for all services rendered.
This Agreement is subject to a 5% annual increase. High Impact Dealer acceptance of this Agreement is conditioned upon verification of credit. Client authorizes High Impact Dealer to obtain credit reports through credit bureaus and to contact Client’s references. The date of service activation shall initiate the monthly billing cycle. Unless otherwise agreed upon by both parties in writing, the service will be deemed activated upon notification to the Client that the service is available for use.
TERM
The Initial Term of this agreement will be twelve (12) months (“Initial Term”). The initial term shall commence on the date of activation or 2 months after signing the contract whichever comes first with a total monthly payment of $429. This agreement shall automatically renew for additional one (1) year periods after the Initial Term (each a “Renewal Term” and collectively, with the Initial Term, the “Term”) unless terminated in writing by you or High Impact Dealer with thirty (30) days’ notice prior to the end of the Initial Term or applicable Renewal Term. High Impact Dealer may terminate this agreement at any time pursuant to “Termination” Section, below, and upon your failure to comply with any other terms or conditions set forth herein. Upon any termination of this agreement, your access to the CRM and use of the website will cease. If this agreement is terminated at any time for any reason, you will remain responsible for payment of all fees owed hereunder that relate to the remaining portion of the then applicable Initial Term or Renewal Term, if any.
To discontinue the automatic renewal, the client must request in writing by first class mail, certified mail or validated email sent to High Impact Dealer at the address listed herein no later than 30 days prior to the end of the initial term or subsequent terms with one of the two following options: A) cancel this Agreement, or, B) renew the Agreement with a different term of 2 or 3 years (at the then-current pricing applicable to such term). High Impact Dealer reserves the right to interrupt or discontinue the service without liability upon five days’ notice for non-payment of amounts due hereunder or breach of the Agreement by Client, immediately upon notice of illegal or fraudulent use or abuse of the service by Client, or immediately upon institution by or against Client of proceeding for relief under the Bankruptcy Code, the insolvency of Client, or the appointment of a receiver of Client’s property.
License
High Impact Dealer Websites grants you a nonexclusive license to use the High Impact Dealer Software in accordance with the terms and conditions set forth herein. As used herein, the term “Software” shall mean (a) website and/or Customer Relationship Management software (CRM) owned by High Impact Dealer and/or licensed to High Impact Dealer by third parties; (b) the content of the website and\or CRM designed by High Impact Dealer for you (the “Website” and\or “CRM”) with contract specified administrator accessible to the CRM upon agreeing to/ and in good standing of this agreement. Any upgrades, modifications, improvements, supplements and additional features added to the Website and\or CMS software (collectively, “Upgrades”) are handled by and through your High Impact Dealer support team. Notwithstanding any other provision in this agreement, High Impact Dealer and any 3rd party affiliates expressly retain full ownership of any programming code, editing platform and CRM, including all associated rights of use, especially that which High Impact Dealer and any 3rd party affiliates have developed for its own use. Any material provided by the Client for the website, such as photos, text, artwork, graphics, designs, trademarks, and/or the like, must be owned, have written permission to use or has been licensed by you to use. You will indemnify and hold High Impact Dealer and any 3rd party affiliate harmless from all losses and claims, including attorney’s fees and legal expenses, that may result from a third party claim related to the materials you provide.
Use of the Service: Client agrees that Client’s use of the Service shall comply with applicable terms and conditions thereto, and shall comply with all applicable laws, including but not limited to advertising, privacy, and disclosure laws. Client also agrees that it shall not, nor shall it permit, others to alter, circumvent, reverse engineer, recompile, decompile, disassemble, resell, pass-thru, sublicense, rent, lease or re-brand all or any part of the service, website or CRM.
Website Editor: All changes to the content, theme, products, images, inventory, or any other item on or added to the website will be handled through a High Impact Dealer representative. Any client specific images and/or content added through the nonexclusive license remains the property of the perspective owners.
Domain account: Domain account remains the ownership of the Client however, High Impact Dealer will require unrestricted access to the account while this agreement is in force. Regardless of where the domain is purchased, domain management is the sole responsibility of the Client and is responsible to keep the domain registration current in order for the website to function properly. We recommend having it set on auto renewal or pay for several years ahead. Domain service providers regularly send out expiration notices 90 days ahead of the expiration date. If the domain is allowed to expire, in most cases domain registrars will charge a reconnect fee in excess of $125 to get a domain reactivated. If an expired domain is not brought current within 30 days, it may not be retrievable; being resold to a domain broker or placed back into the database and placed up for sale. If the website goes down due to domain account issues, High Impact agreement charges/fees will remain in-tact to the furthest extent of this agreement. High Impact Dealer will assist the Client, when applicable, to restore the domain account if it should go down due to non-payment or other technical issues, charges may apply depending on the account issue. Please remember that your domain and High Impact Dealer fees are 2 separate accounts and both must be dealt with independently.
TERMINATION
High Impact Dealer may terminate all or any part of the agreement immediately upon notice if (a) Dealer becomes insolvent, fails to pay its debts as they come due, makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets, is subject to a petition in bankruptcy or has a receiver appoint for any of its assets (and such proceeding is not dismissed within thirty (30) calendar days, or (b) Dealer breaches the agreement and such breach is not cured to High Impact Dealer’s satisfaction within ten (10) business days following written notice of such breach. In the event of such termination, all costs incurred by High Impact Dealer for work performed, materials used, or constituent components manufactured up to the date of termination, less the amount of the deposit, will be invoiced to client and payable in accordance with this agreement.
Satisfaction or Completion of the Agreement: Upon completion of the use of this service/ agreement, no part of the website software will be provided in any manner to the client. Furthermore, no images, content or statistical data will be provided or returned in any form to the Client upon completion or breach of the agreement. High Impact Dealer or any of its 3rd party affiliates are not responsible to create any replacement website or are responsible for the maintenance/ management of the domain account.
Limits of Liability: Except as otherwise provided herein, this service and High Impact Dealer property are provided “AS IS” and High Impact Dealer makes no warranty, either expressed or implied, concerning the service of the High Impact Dealer Property, including, without limitations, warranties of merchantability, title, non-infringement of intellectual property or fitness for a particular purpose. High Impact Dealer agrees to use commercially reasonable efforts to maintain in good working order, consistent with industry standards, all elements of the services that High Impact Dealers, controls, or directly manages. Client acknowledges that the service may be interrupted, curtailed, or degraded due to internet capacity or equipment limitations, equipment modifications, upgrades, relocations or repairs and internet data is capable of being intercepted. High Impact Dealer has no control over and is not liable or responsible for actions of internet systems operators and service providers or acts of God that create a delay or interruption of service. High Impact Dealer liability hereunder, if any, shall not exceed, in the aggregate an amount equal to the monthly service fee paid by the Client for the month in which the defect or breach occurred. In no event shall High Impact Dealer, its offices, directors, employees, agents, consultants, or third party service/ affiliates in any duly executed addenda hereto be liable for any indirect, special, incidental, punitive, or consequential damages (including lost profits) regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
Indemnification: High Impact Dealer and Client agree to indemnify and hold harmless the other, its officers, directors, employees, agents, suppliers and partners from and against any and all claims, liabilities, losses, causes of action, judgments, settlements, damages, costs and expenses, including but not limited to reasonable attorneys’ fees and court costs, related to any breach of this agreement by the indemnifying party, as well as for claims that any element of the materials or the services may have caused. This includes all previously identified items described throughout this agreement.
Miscellaneous: Client consents to the receipt of any notice authorized or required hereunder via email or other electronic form. This Agreement does not create a joint venture, partnership, employee, agency, franchise, or representative relationship between or among Client and High Impact Dealer.
Clients may not assign this agreement without High Impact Dealer prior written consent. This Agreement constitutes the entire agreement and supersedes any and all prior agreements between the parties. The Agreement may be amended only by written agreement between High Impact Dealer and the client. The undersigned warrants that he or she is authorized to execute and deliver this agreement and that it is understood that this agreement automatically renews at the end of each term unless a cancellation letter is mailed to High Impact Dealer as set forth in section above. High Impact Dealer reserves the right to assign this agreement at any time for any reason. High Impact Dealer reserves the right to use Client and any site prepared for client in any and all marketing collateral. High Impact Dealer reserves the right to export your inventory to 3rd party companies on your behalf at any time.
Arbitration: The parties further agree that the sole remedy for either party regarding any enforcement or interpretation of this agreement, or for damages High Impact Dealer under, out of or as a result of the terms of this agreement shall solely be in binding arbitration in High Impact Dealer County of registration, in Florida by and through the Arbitration Service of Florida.
Uses of Information: Information is used for purposes of responding to user requests, understanding user needs and desires and communicating with you. WE DO NOT AND WILL NOTE SHARE OR SELL YOUR INFORMATION WITH ANY THIRD PARTIES not directly affiliated with High Impact Dealer.
Additional Terms and Conditions: In addition to the terms and conditions set forth herein, Client acknowledges and agrees that Client shall be bound by any terms and conditions applicable to any element of the Service, provided that High Impact Dealer shall communicate such additional terms and conditions in writing.