These Terms have been created by PERFECT IMAGE, LLC, DBA, PERFECT IMAGE, DBA, AESTHETIC EXCLUSIVE™, DBA, WOMEN OF CULTURE, DBA, WOMEN OF MULTI-CULTURAL ETHNICITIES, DBA, WMCE, DBA, PERFECT IMAGE CONSULTING (“PERFECT IMAGE, LLC”), OUR EVENTS, to help create a safe and trusted community and to prevent unauthorized use. The Terms set forth the standards of authorized use and identifies prohibited use.
In addition, you are responsible for complying with any additional applicable laws related to your use of the Site or Services, whether or not they are covered by these Terms.
1. USE OF SITE
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including Perfect Image, LLC or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
2. PARTICIPATION DISCLAIMER
Perfect Image, LLC does not and cannot review all communications and materials posted to or created by users accessing the Site and is not in any manner responsible for the content of these communications and materials. The views, opinions, and positions expressed by the speakers, attendees, or sponsors at Our Events are theirs alone and do not necessarily reflect the views, opinions, or positions of PERFECT IMAGE, LLC or any employee thereof.
You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Perfect Image, LLC is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Perfect Image, LLC reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Perfect Image, LLC in its sole discretion.
Content of Employees.
The views, opinions, and positions expressed by any employee or representative of PERFECT IMAGE, LLC, in a private capacity, while NOT acting in an official capacity as agents or representatives of PERFECT IMAGE, LLC, including posting on their private social media accounts, are theirs alone and do not necessarily reflect the views, opinions, or positions of PERFECT IMAGE, LLC.
3. PARTICIPANT REQUIREMENTS FOR EVENTS
3.1 Access. Your registration entitles you to access to Our Events for which you have registered. Any and all other costs associated with your attendance shall be borne solely by you, and Our Event shall have no liability for such costs.
3.2 Use of Likeness. By participating in Our Events, you acknowledge and agree to grant Our Events the right at Our Events to record, film, live stream, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to Our Events includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.
3.3 Our Events Content. You acknowledge and agree that Our Events, in its sole discretion, reserves the right to change any and all aspects of Our Events, including but not limited to, Our Events name, themes, content, program, speakers, performers, hosts, moderators, venue, and time.
4. PROHIBITED CONDUCT DURING EVENTS
4.1 Limitations on Use. By registering for a PERFECT IMAGE, LLC, Our Events, you agree not to sell, trade, transfer, or share your complimentary access link and/or code, unless such transfer is granted by the Organizer. By registering for a paid Our Events Pass, you agree not to share, sell or trade your access. If PERFECT IMAGE, LLC determines that you have violated this policy, PERFECT IMAGE, LLC may cancel your access, retain any payments made by you, report you to law enforcement authorities, and ban you from future Our Events.
4.2 Disruptive Conduct. You acknowledge and agree that Our Events reserves the right to remove you from Our Events if PERFECT IMAGE, LLC, in its sole discretion, determines that your participation or behavior create a disruption or hinder Our Events or the enjoyment of Our Events content by other attendees.
4.3 Recording, Live Streaming, and Videotaping. Participants may not record or broadcast audio or video of sessions at PERFECT IMAGE, LLC, Our Events or any of our Affiliates.
4.4 Unethical/Non-Compliant Business Practices. PERFECT IMAGE, LLC reserves the right to deny participation to anyone who engages in or is reputed to engage in unethical or non-compliant business practices.
4.5 Exclusion. In addition to the requirements and prohibitions set forth in this Section 2, PERFECT IMAGE, LLC may also exclude any prospective participant from registering for or participating in any of Our Events in PERFECT IMAGE, LLC’s sole discretion.
5. FEES AND REGISTRATION
5.1 Payment. The payment of the applicable fee for Our Events is due upon registration. If such payment is insufficient or declined for any reason PERFECT IMAGE, LLC may refuse to allow you to access Our Events and shall have no liability in that regard. Any overdraft fees will be billed and paid by the Participant.
5.2 Taxes. The fees may be subject to sales tax, value added tax, or other taxes and duties which, if applicable, will be charged to you in addition to the fees.
6. CANCELLATION AND QUALITY ASSURANCE
6.1 Providing Feedback and Refunds. PERFECT IMAGE, LLC strives to provide you with the most productive and effective educational experience possible. If after completing the course you feel there is some way we can improve or if you would like to simply share your positive experience, please send your comments to us on our Contact Us form. All sales are final. No payments will be refunded or refundable.
We will evaluate individual complaints in a context of collective comments from Our Events. As speakers are confirmed months before Our Events, some speaker changes or topic changes may occur in the program. PERFECT IMAGE, LLC is not responsible for speaker changes, but will work to ensure a comparable speaker is located to participate in the program. No credits or refunds will be permitted.
6.2 Cancellations. Cancellations are subject to the entire registration fee for the Event. All sales are final. No payments will be refunded or refundable. Please note that if you do not cancel and do not access Our Events, you are still responsible for payment. In no event shall PERFECT IMAGE, LLC be obligated to refund all or a portion of the registration fee.
6.3 Force Majeure. If PERFECT IMAGE, LLC is prevented from carrying out its obligations as it pertains to Our Events you registered for as a result of any cause beyond its control, or such Our Events cannot be Virtually conducted because of a software or issue with the hosting platform or due to acts of God, strikes, labor disputes, government requisitions, restrictions or war or apparent act of war, terrorism, disaster, civil disorder, epidemic or pandemic, curtailment or restriction on transportation facilities, or any other comparable calamity, casualty or condition (collectively a “Force Majeure”) PERFECT IMAGE, LLC shall have the right to immediately terminate the affected Our Events program without liability and shall be relieved of its obligations to Registrant. If the affected Our Events is terminated due to a Force Majeure occurrence before the first day of Our Events, then PERFECT IMAGE, LLC will reschedule the affected Our Events and your registration fee will be applied to the rescheduled Conference.
7. OUR EVENTS REGISTRATION CONFIRMATION
7.1 Once you have completed your registration, you will receive your registration confirmation by email. Please ensure that your valid email is entered correctly on the registration form. Be sure to check your spam email box too in case any of your Our Events email(s) are caught by spam filters.
7.2 You will receive essential information for registered attendees electronically at the email address and mailing address that are provided on your registration form.
7.3 In addition, you will also be added to Our Events participant list for notifications of future Our Events.
7.4 If you would like to opt-out of any of these benefits, a link is provided in each email to provide the ability to opt-out.
8. INTELLECTUAL PROPERTY
8.1 General. Nothing in this Agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by PERFECT IMAGE, LLC or any of its affiliates; nor does this Agreement grant to you any right or license to any other intellectual property rights of PERFECT IMAGE, LLC or its affiliates, all of which shall at all times remain the exclusive property of PERFECT IMAGE, LLC and its affiliates.
8.2 Events. All intellectual property rights in and to Our Events, Our Events content, and all materials distributed at or in connection with Our Events are owned by PERFECT IMAGE, LLC, or Our Events sponsors or speakers presenting at Our Events. You may not use or reproduce or allow anyone to use or reproduce any trademarks or other trade names appearing at Our Events, in any Our Events content or in any materials distributed at or in connection with Our Events for any reason without the prior written permission of PERFECT IMAGE, LLC.
9. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY
9.1 Perfect Image gives no warranties in respect of any aspect of Services or Our Events or any related materials, to the fullest extent possible under the laws governing this Agreement, and disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. Our Events and Services are provided on an “as-is” basis. The views, opinions, and positions expressed by the speakers, attendees, or sponsors at Our Events are theirs alone and do not necessarily reflect the views, opinions, or positions of PERFECT IMAGE, LLC or any employee thereof. Our Events makes no representations as to accuracy, completeness, timeliness, suitability, or validity of any information presented by speakers, attendees, or sponsors at a PERFECT IMAGE, LLC Our Events and will not be liable for any errors, omissions, or delays in this information or any losses, injuries, or damages arising from its display or use. PERFECT IMAGE, LLC does not endorse, and expressly disclaims all liability relating to, any of the products or services provided by speakers, attendees, or sponsors.
9.2 Except as required by law, neither PERFECT IMAGE, LLC nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the use of this Site, our Services, Our Events or other aspect related thereto or in connection with this Agreement.
9.3 PERFECT IMAGE, LLC shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond PERFECT IMAGE, LLC’s reasonable control.
9.4 The maximum aggregate liability for any claim in any way connected with, or arising from the use of this Site, our Services, Our Events, or this Agreement, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to PERFECT IMAGE, LLC under this Agreement.
You agree to indemnify, defend and hold PERFECT IMAGE, LLC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party relating to or arising out of your access to or use of its Services, any breach of these Terms, or infringement by you (or by any other individual utilizing your account) of any intellectual property or any other right of any person or entity.
12.1 Waiver. Perfect Image’s failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder.
12.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
12.3 Governing Law. This Agreement shall be governed by the laws of the State of California and the parties shall submit to the exclusive jurisdiction of the California courts. Note, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws.
13. EXHIBITOR OR SPONSOR AGREEMENT FOR OUR EVENTS
In addition to this Agreement, if you are an Exhibitor or Sponsor for Our Events, the following Exhibitor/Sponsor Terms and Conditions apply to you:
Perfect Image is referred to herein as “the Organizer”. Exhibitor or Sponsor is referred to herein as “Applicant” as indicated on the Sponsorship or Exhibitor Agreement which forms part of this Agreement.
1. PAYMENT AND TERMS – Our Events Participation Fee is the total fee payable by the Applicant to the Organizer in respect of the licensing of the Our Events Exhibition Space, sponsorship, advertisement and related services. All payments are non-refundable. The entire Our Events Participation Fee must be paid in full prior to Our Events dates. In Our Events of total or partial cancellation (space size reduction) by the Applicant, the participation fee will not be reduced or refunded, and the total amount will be due.
If the Applicant fails to pay the entire Our Events Participation Fee at the time specified, or fails to comply with any of the terms and conditions or rules and regulations, the Organizer may reassign the exhibition booth location reserved for the Applicant and/or may resell the exhibition booth location to another party. The Organizer reserves the right to charge interest on all overdue amounts under this Agreement.
2. CANCELLATION / TERMINATION – If the Applicant cancels or breaches this Agreement for any reason whatsoever, in addition to whatever rights the Organizer may have under applicable law, any payments made by the Applicant prior to the date of termination shall be retained by the Organizer as liquidated damages and not as penalty. The Organizer and the Applicant agree that such amounts constitute a reasonable provision for liquidated damages. The Applicant shall also be liable for any payments required to be paid but not paid as of date of cancellation or breach of this Agreement.
If the exhibition premises, which are used for the purpose of the Exhibition (“Exhibition Premises”), shall become in the sole discretion of the Organizer, unfit for occupancy, or if the holding of the Exhibition or the performance of any of the provisions of this Agreement are interfered with by virtue of any cause, this Agreement and/or the Exhibition (or any part thereof), may forthwith be terminated or cancelled by the Organizer without the Organizer being liable in damages or otherwise to the Applicant. The Organizer shall also not be responsible for delays, claims, demands, damages, losses, increased costs, liabilities, changes, actions, expenses or any other unfavorable direct or indirect, consequential or otherwise conditions arising by virtue of any cause not within the control of the Organizer. Upon termination or cancellation as aforesaid, the Organizer shall not be liable to the Applicant other than for a refund of the contract price paid by the Applicant prorated on the basis of the number of exhibition days remaining. For purposes hereof, the phrase “cause not within the control of the Organizer” shall include fire, casualty, flood, epidemic, earthquake, explosion or accident, blockage, embargo, inclement weather, pandemic, governmental restraints, restraints or orders of civil defense or military authorities, act of public enemy, riot or civil disturbance or commotion, malicious damage, sabotage, vandalism, acts of terrorism, or other similar activities, strike, lockout, boycott or other labor dispute or disturbance, inability to secure sufficient labor, technical or other personnel, absence of premises required for the Exhibition, failure, impairment or lack of adequate transportation facilities, inability to obtain or requisition or commandeering of necessary supplies or equipment, change in local, state or other law, ordinance, rule, order, decree or regulation, whether legislative, executive or judicial, and whether constitutional, or act of God and the words “act(s) of” shall include “threat of or perceived threat of”.
This Agreement may be terminated by the Organizer forthwith if in the Organizer’s opinion, the Applicant does not or may be unable to perform or comply with any of its obligations.
3. BOOTH ASSIGNMENT – The Organizer shall use reasonable efforts to make booth assignments in accordance with the Applicant’s requests. However, the Organizer reserves the right to make final determination of all booth assignments. The Organizer shall have no liability for its failure or inability to comply with the Applicant’s requests, and the Applicant shall have no right to cancel this Agreement because of the Organizer’s failure to comply with the Applicant’s requests.
Exhibition booths will be allocated at the Organizer’s full discretion. The Organizer may change the floor plan and/or the configuration of the exhibition booths.
4. NO ASSIGNMENT OR “SUBLETTING” OF SPACE – The assigned booth space is for use by the Applicant only. The Applicant may not assign this Agreement and may not permit or “sublet” all or any part of its assigned booth space to any other business or firm, unless the Organizer has given prior written approval. Any such assignment, permission or “sublease” without the Organizer’s prior written approval shall be null and void.
The Applicants are not permitted to give their assigned booth space either fully or in part to a third party, whether for payment or free of charge.
5. WARRANTY – The Applicant represents, warrants and undertakes that it is entering into this Agreement as principal and not as agent or nominee of any third party, and the exhibits to be displayed by the Applicant at the Exhibition (“Exhibit”) do not infringe or are not likely to infringe any patent, trademark, copyright and other intellectual property right of any party and it agrees that in Our Events of any breach of the representations, warranties and undertakings herein contained in this Agreement, the license herein granted may be terminated by the Organizer (without the Organizer being liable for any damages or claim whatsoever and without prejudice to the Organizer’s other rights and remedies) and the Applicant shall indemnify the Organizer against all claims, demands, losses, liabilities, charges, actions and expenses incurred by the Organizer as a result of such breach.
6. RIGHT TO REJECT OR EJECT – The Organizer may reject, eject or prohibit the Applicant in whole or part, or the Applicant or its representatives, with or without giving cause. If cause is not given, the maximum liability of the Organizer (if any) shall not exceed the prorated amount of the contract price paid by the Applicant based on the number of days of the Exhibition remaining at the time of ejection. If any exhibit or the Applicant or its representatives is ejected for violation of any provisions of this Agreement or for any other stated reason, no refund of any portion of the contract price shall be made.
7. RIGHT OF POSSESSION – The Applicant hereby grants to the Organizer, the right for the purpose of ensuring the due performance by the Applicant of its obligations under this Agreement to take possession of all property of the Applicant including the Exhibit on the Exhibition Premises. Such right to possession shall be superior to that of any person. All property shall be deemed to be pledged to the Organizer as security for the performance by the Applicant of its obligations under this Agreement and the Organizer may remove, sell or otherwise dispose of all the same upon such terms and conditions as it deems fit. If such property is not removed from the Exhibition Premises by the end of the removal period, then the Organizer shall be at liberty to remove, sell or otherwise dispose of such property, and the net proceeds applied by the Organizer for such purpose as it deems appropriate. The Applicant shall indemnify the Organizer against all costs and expenses incurred in connection with such removal, sale or disposal and any claim by a third party to any such property so sold or disposed of.
8. FIRE, SAFETY AND HEALTH – The Applicant assumes all responsibility for compliance with local ordinances and regulations covering fire, safety and health.
9. LICENSES / PERMITS – The Applicant shall be responsible for obtaining any licenses, permits or approvals required under local or state law applicable to the Exhibit and activity at the Exhibition. The Applicant shall be responsible for paying all taxes, license fees or other charges that shall become due to any government authority in connection with the Exhibit and their activities at the Exhibition.
10. PROPERTY LOSS OR DAMAGE – The Organizer shall not be responsible for any loss of or damage to any property of the Applicant or of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees. All of the Applicant’s property remains under its custody and control in transit to and from the Exhibition Premises and while it is in the confines of the Exhibition Premises. The Applicant shall be solely responsible for the loss of or damage to any property of the Applicant’s personnel, including but not limited to the Applicant’s booth personnel and representatives, models, demonstrators and actors. Accordingly, it is the Applicant’s responsibility to obtain adequate insurance or otherwise protect itself and its property and the property of its booth personnel, representatives, agents, servants, employees, contractors, patrons, guests, licensees or invitees.
11. LIABILITY AND INSURANCE – In addition to property insurance described above, the Applicant shall obtain and keep in force during the term of the installation and use of the exhibit premises, All Risks & Public Liability Insurance policies in an amount not less than $1,000,000. The Applicant must provide the Organizer with a certificate of insurance upon request. The Organizer reserves the right to prohibit the Applicant from setting up or operating its assigned booth space without having provided a certificate of insurance.
12. INDEMNIFICATION – The Applicant shall be liable for and shall insure, indemnify fully and effectively and hold the Organizer, their respective shareholders and all government, statutory and regulatory bodies and agencies of the country where the Exhibition is held and their respective directors, officers, agents and servants harmless against any and all costs, claims, demands, losses, liabilities, charges, actions and expenses which any of them may be subject to or may incur or which may be made, claimed or instituted against them or any of them as a result of any act, breach of any of the terms of this Agreement, omission, conduct or failure of the Applicant or its directors, officers, agents, servants, invitees or independent contractors. The Applicant’s aforesaid indemnity shall extend to cover all losses or injuries caused to any persons or property howsoever caused by the Applicant or the Exhibit or its personnel, or otherwise arising while the said persons are upon or examining, observing or passing the Exhibit or booth occupied by the Applicant, or by the demonstration of or otherwise in connection with the Exhibit.
13. LIABILITY LIMITATION – The liability of the Organizer (if any) shall under no circumstances (whether arising from breach of contract, tort or otherwise) exceed the amount of Our Events Participation Fee paid by the Applicant.
14. VENUE EXHIBIT RULES AND REGULATIONS – Further rules and regulations pertaining to the Exhibition can be found in the Exhibitor Prospectus and other documents supplied by the Organizer from time to time. The Organizer may at any time and from time to time make further rules and regulations (having immediate effect) in relation to any aspect of the Exhibition. Such rules and regulations shall be deemed to form part of this Agreement, and shall be binding on the Applicant.
The Organizer reserves the right to require the Applicant to alter the Exhibit before or during the Exhibition, as the Organizer deems to be in the best interests of the Exhibition. Such changes shall be made at the Applicant’s expense and are subject to the approval of the Organizer.
15. PARTIAL INVALIDITY – The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision herein.
16. REVOCATION – Upon termination of this Agreement the license granted is revoked and thereupon the Applicant shall immediately leave the Exhibition Premises and remove the Exhibit.
17. SET-OFF CLAUSE – The Organizer may in its sole discretion, deduct from or set-off against any money due by the Organizer to the Applicant or any sum which the Applicant is liable to pay to the Organizer.
18. ASSIGNMENT CLAUSE – The Organizer may without the consent or approval of the Applicant, assign or transfer its rights and/or obligations under this Agreement. The Applicant may not assign or transfer any of its rights or obligations under this Agreement.
19. INTEGRATION – This Agreement contains the entire agreement between the Organizer and the Applicant. It may not be orally modified. Only an agreement in writing signed by a duly authorized representative of the party against whom enforcement or waiver or modification is sought will be enforceable.
20. GOVERNING LAW & JURISDICTION – This Agreement shall be governed by, and construed in accordance with the laws of the State of California. Any action commenced by the Applicant arising out of or relating to this Agreement, or arising out of or relating to the Exhibition shall be brought solely in the courts of the County of Los Angeles, California. The Applicant consents to the jurisdiction of the courts Los Angeles County, California for the resolution of any action arising out of or relating to this Agreement, or arising out of or relating to the Exhibition.
14. DEFINITIONS AND INTERPRETATIONS
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in California are open for business.
‘Contract’ means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Order’ means the agreed overview of the sponsorship or exhibitor package requested by client and outlined via Invoice.
‘Services’ means the services the Company will provide to the Client as specified in the Order.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words, which denote a particular gender, they shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. Receipt of payment from Client binds the Terms and Conditions. Once payment is received, no refunds are allowed.
2.3. If Client owes an outstanding balance or compromises the business of Perfect Image, LLC, dba, Aesthetic Exclusive™, dba, Perfect Image Consulting, dba, Women of Culture, dba, Women of Multi-Cultural Ethnicities, dba, WMCE, dba, Our Events, has the right pause all services and restrict or limit access to Client’s digital accounts Company manages. Client forfeits access to online accounts Company manages: including website and social media channels until balance is paid.
3. THE CONTRACT
3.1. Contract details are outlined on invoice or website service page.
3.2. The Order constitutes an offer to the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are accurate.
3.3. The Order shall be deemed accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
3.4. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
4. COMPANY OBLIGATION AND WARRANTIES
4.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
4.2. The Company shall use all reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.4. The Company shall be entitled to use other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by the Company.
5.3. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
5.4. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
5.5. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimization changes recommended by the Company. As notified by the Company, in certain cases for amendments to existing optimizations, the Client shall allow the Company use username and passwords in order to gain access to accounts.
6.1. The preferred method of payment is electronic, via Company’s invoicing system, third party payment or direct transfer.
6.2. Once payments are received, they are non-refundable.
6.3. Client is obligated to pay their invoice and/or correlated fees according to their contract.
7. LAW AND JURISDICTION
7.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
7.2. Not all services require a written contract. Typically, one-time services will not have a corresponding contract. Client agrees to terms outline in Invoice.
7.3. The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.
Copyright © 2022 Perfect Image, LLC
Last Updated: March 26, 2022