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	TERMS OF SERVICES theVisionaryAgency, Inc. and its affiliates ("Visionary") appreciate the opportunity to help your organization improve its quality brand image and build consumer awareness both online and offline. In the interests of fair play and the streamlining of our future business relationship we ask you to carefully review the legal terms and conditions that follow below as they will bind us going forward. By using this site, you represent that you are authorized by your organization to make binding legal contracts on behalf of it and its affiliates and, also, that your organization agrees to accept the services provided by Visionary only pursuant to each and every term and condition presented here and as Visionary may otherwise communicate to your organization in writing at Visionary's sole discretion. All references in these terms of service to written communications are intended to include electronic forms of writing such as facsimile transmissions, email messages and email attachments but specifically exclude cellular telephone text messaging, instant messaging, Web posts and chat room colloquy. theVisionaryAgency Account Visionary will provide your organization with an affordable and convenient package of marketing services, branding services, copywriting, search engine marketing, website design, website hosting, design templates, domain name procurement, metrics tools, an initial assessment and recommended enhancements. Additional services may be provided contingent upon your acceptance of the fees quoted for them. Your organization agrees to establish a theVisionaryAgency account with Visionary for all the above services. When your organization uses its account or permits someone else to access the account, you agree that each such person is an agent of your organization with full authority to act on its behalf with respect to the services and, further, that performance of the services is to be deemed to occur at our office in Chicago, Illinois for all purposes. In addition, you agree that Visionary may furnish some or all services through affiliates, vendors, independent contractors and other third party beneficiaries of these terms of service at the sole discretion of Visionary. Your organization appoints Visionary as an agent of your organization with power of attorney in fact having full authority to bind it to contracts for the reasonable procurement of online services and domain names. You also agree that Visionary has a right, without notice, to remove its name and information from any account or service and to replace this with the name and information provided by your organization for any contact associated with an account or service. Except for the agency authorized by this paragraph, no agency, partnership, joint venture or employment is created between your organization and Visionary. Your Website Your organization agrees to accept all legal responsibility for the development, operation and maintenance of its website. This includes but is not limited to liability pursuant to commercial activities, tortious conduct, domain name loss, outages, service disruptions, malware, intrusions, statutes, treaties, directives and violations of your organization's rights or of third party rights. Your organization may communicate or transact with third parties and all such dealings are solely between it and the third parties. You agree that Visionary will not be held responsible for any loss or damage of any sort as the result of such dealings or as the result of the presence of third parties on your website, including in respect of payment and delivery of goods or services, warranties and representations. Visionary reserves the right to refuse to perform any service or undertake any activity which Visionary at its sole discretion deems salacious, offensive or inappropriate. Your organization specifically agrees not to utilize its website or services provided by Visionary in any manner that is: pornographic, obscene or sexually explicit; unlawful, harmful, threatening, abusive, harassing, invasive of third party privacy or defamatory; reasonably likely to degrade, victimize or intimidate a class of persons; false, deceptive, misleading or misinformative; violative of third party rights; or facilitating malware, unauthorized computer access, unsolicited communications or the impairment of information technology resources. Visionary has a right but not an obligation to examine your website and determine at its sole discretion whether your organization has complied with the specified prohibitions. You agree that Visionary may declare non-compliance to be a material breach of these terms of service subject to termination. Payment You agree to fully compensate Visionary for all reasonable expenses, advances and disbursements it incurs on behalf of your organization. Your organization is responsible for all taxes other than taxes based on Visionary income. All payments due Visionary will be automatically charged to or deducted from the financial sources you disclose, and Visionary will have no obligation to invoice your organization for the same. Payments are due at the time they are incurred, and any payment owed Visionary more than thirty days past due is subject to a two and a half percent late fee per month. Failure to timely pay Visionary constitutes proper grounds for Visionary to suspend, cancel or otherwise modify your account and any service without notice. Information Accuracy Visionary will rely on all information that you supply. Your organization agrees to provide Visionary true, accurate and complete information which you are to keep reasonably current. Information Security Your organization accepts responsibility for maintaining the confidentiality of your log-in data and other Visionary account information. It also is responsible for access and use of the organization's computers and networks, and it agrees to accept responsibility for all activities that occur in conjunction with its Visionary account. You agree that Visionary will not be held responsible for unauthorized or improper use of any computer or network and you waive all rights to claim otherwise. Privacy Visionary has posted a privacy policy here which sets forth our respective rights and responsibilities in regard to personal information. The policy is incorporated by reference into these terms of service and, since the policy may be modified from time to time, your organization agrees to revisit it every thirty days and either accept the changes or else terminate your Visionary account as provided below. In addition, your organization represents and warrants that it has obtained consent from every third party whose personal information it supplies or it will in the future supply to Visionary. Your organization agrees that Visionary will not be held responsible for any consequences resulting from a failure to provide adequate privacy notice to or obtain consent from any third party. Intellectual Property, Domain Names and Links Your organization represents and warrants that it holds title to or uses with permission all content, domain names and hyperlinks that your organization makes available to Visionary. Your organization will own all work product that Visionary develops for you with the exception of preexisting content, templates and toolkits contributed by Visionary. Visionary agrees to either register in the name of your organization or else transfer title to all domain names that Visionary obtains on behalf of your organization. In addition, Visionary agrees to provide you and your attorneys with its commercially reasonable assistance in the assignment of rights to intellectual property and domain names that your organization properly claims. However, Visionary at its sole discretion may choose not to assist your organization with a legal matter which is not expressly set forth in these terms of service. Your organization acknowledges that Visionary will not provide you with any legal advice or other legal services and, specifically, that Visionary will not engage in or be held responsible for due diligence or other legal clearance activities in regard to any content, domain names or hyperlinks. Your organization grants Visionary and its affiliates, vendors, independent contractors and other third party beneficiaries under these terms of service a perpetual, non-exclusive, irrevocable, worldwide, royalty-free license to use your content, domain names and hyperlinks in connection with Visionary's performance of services and its own marketing efforts. Non-Competition Your organization agrees that at all times prior to the effective date our business relationship terminates, and for twelve months after this date, your organization and its employees, affiliates, agents, assigns and successors will neither engage in competition with any service provided by Visionary nor solicit or hire any of Visionary's employees, affiliates, vendors or independent contractors directly or indirectly. Indemnity You agree to indemnify and hold Visionary and its affiliates, vendors, independent contractors, officers, employees, agents, and licensors harmless from any claim or demand, including reasonable attorney and paralegal fees, made by any third party due to or arising from any information, content, goods, services or activities your organization makes available in connection with its Visionary account, your violation of these terms of service, your violation of any third party right, or negligence attributed to Visionary. Termination Either your organization or Visionary may terminate our business relationship upon ten calendar days written and dated notice to the other if "for convenience" or within less time if a material breach of these terms of service is clearly and specifically alleged in writing. Your organization will be charged in full for the entire monthly interval within which the effective date of termination falls pursuant to your customary invoice experience with Visionary. Visionary reserves its right to suspend, cancel or otherwise modify the services provided to your organization in the event of termination. Unless limited expressly or by operation of law, all these terms of service will survive termination in perpetuity except for obligations to perform or pay for future services and to maintain accounts, services, access or domain names. Disclaimer of Warranties Your organization agrees that: USE OF YOUR EzStreet Websites or theVisionaryAgency ACCOUNT AND OTHER Visionary SERVICES IS AT YOUR SOLE RISK. ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Visionary AND ITS AFFILIATES, VENDORS, INDEPENDENT CONTRACTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM 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. Visionary AND ITS AFFILIATES, VENDORS, INDEPENDENT CONTRACTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS MAKE NO WARRANTY THAT: THE SERVICES WILL MEET YOUR REQUIREMENTS; THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOUR ORGANIZATION FROM THE SERVICES WILL CREATE ANY WARRANTY WHICH IS NOT EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE. NY MATERIAL MADE AVAILABLE THROUGH THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOUR ORGANIZATION WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS AND NETWORKS, LOSS OF INFORMATION AND PERSONAL INJURY, INCLUDING EPILEPTIC SEIZURE, THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL. Limitation of Liability Your organization agrees that: Visionary AND ITS AFFILIATES, VENDORS, INDEPENDENT CONTRACTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE TO YOUR ORGANIZATION FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, INFORMATION OR OTHER INTANGIBLE LOSSES (EVEN IF Visionary HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: THE USE OR INABILITY TO USE THE SERVICES; THE COST TO PROCURE, COVER OR SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, INFORMATION OR SERVICES ACQUIRED OR MESSAGE TRANSMISSIONS OR TRANSACTIONS ENTERED INTO THROUGH OR IN CONNECTION WITH THE SERVICES; MALWARE, INTRUSIONS, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR TRANSMISSIONS; STATEMENTS OR CONDUCT IN CONNECTION WITH THE SERVICES; OR ANY OTHER MATTER RELATING TO THE SERVICES. NO JUDGMENT IN LAW OR EQUITY, AWARD, ARBITRATION OR MEDIATION IN FAVOR OF YOUR ORGANIZATION AND AGAINST Visionary OR ITS AFFILIATES, VENDORS, INDEPENDENT CONTRACTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS IS TO EXCEED THE AMOUNT YOUR ORGANIZATION ACTUALLY PAID TO Visionary BEFORE OUR BUSINESS RELATIONSHIP WAS TERMINATED. YOUR ORGANIZATION EXPRESSLY WAIVES ALL RIGHTS IT MAY HOLD TO COLLECT ATTORNEY FEES, PARALEGAL FEES AND COURT COSTS IRRESPECTIVE OF THEIR REASONABLENESS. Statute of Limitations Your organization agrees that regardless of any statute or law to the contrary any claim or cause of action arising from or related to use of the services or these terms of service must be filed within one year after such claim or cause of action arose or be forever barred. Entire Agreement These terms of service constitute the entire agreement between your organization and Visionary in respect of the matters described here and they expressly supersede any prior agreements, whether written or oral, between us. Your organization concurs that neither party is to be afforded favorable interpretation of this agreement and its terms are not to be construed against Visionary in the event of an ambiguity. Further, you concur that a waiver by Visionary of the breach of any provision of this agreement does not operate, and it should not be construed as being, a waiver of any other or subsequent breach of this agreement. Severability Your organization agrees that in the event any provision or portion of a provision in these terms of service is determined by a court of competent jurisdiction to be invalid or unenforceable, such void or unenforceable provision or portion is to be deemed modified only to the extent necessary to render the provision reasonable and enforceable or, if necessary, severed, and this will not affect the validity of any other provision or the remaining portion of a provision in this agreement. Illinois Law Applies The business relationship between your organization and Visionary is to be governed by and construed in accordance with the laws of the state of Illinois without regard to conflict of laws principles. A suit to enforce any provision of these terms of service, or arising out of or based upon them, is to be brought in the courts with jurisdiction over Chicago, Illinois. Your organization expressly submits to the personal jurisdiction and venue of such courts.