PUBLISH MY LLC GENERAL TERMS AND CONDITIONS FOR THE ONLINE SALE OF SERVICES
These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by PUBLISH MY LLC (the "Service Provider") and the access and use of the Service Provider’s website, located at http://www.publishmyllc.com/ (the "Site"). Except where otherwise indicated, any visitor to the Site, whether or not services are purchased from the Service Provider, shall hereinafter be referred to as a "Customer" and collectively, the "Customers"). For the avoidance of doubt, you, who has accessed the Site, shall also be referred to as a Customer throughout these Terms.
Provision of services to the Customer does not serve to modify or amend these Terms.
These Terms are subject to change by the Service Provider, in its sole discretion, without prior written notice at any time to any Customer or potential Customer. The latest version of these Terms will be those posted on the Site, and the Customers should review these Terms before purchasing any services that are available through this Site. A Customer’s continued use of this Site after a posted change in these Terms will constitute the Customer’s acceptance of and agreement to those changes.
Services. The services offered by Service Provider (the "Services") may be found on the "Services" page of the Site, located at http://www.publishmyllc.com/services.php. Service Provider shall provide the Services to Customer as described in the Order Confirmation in accordance with these Terms.
Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.
Customer's Obligations. Customer shall:
cooperate with Service Provider in all matters relating to the Services and provide such materials or information that may be needed or may reasonably be requested by Service Provider, for the purposes of performing the Services;
respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
Customer's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of:
the likely time required to implement the change, if such change is possible;
any necessary variations to the fees and other charges for the Services arising from the change, if such change is possible;
the likely effect of the change on the Services; and
any other impact the change might have on the performance of this Agreement.
Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with these Terms.
Notwithstanding Section 6(a) and Section 6(b), Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
Service Provider may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.
Fees and Expenses; Payment Terms; Interest on Late Payments.
In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation.
All prices posted on the Site are subject to change without notice to Customer. The price charged for any service will be the price in effect at the time the order is placed and will be set out in Customer’s Order Confirmation. Price increases will only apply to orders placed after those changes. Service Provider is not responsible for pricing, typographical, or other errors in any description of the services offered by the Service Provider, or the cost thereof, and Service Provider reserves the right to cancel any orders arising from such errors.
Customer agrees to reimburse Service Provider for all reasonable out-of-pocket expenses or disbursements incurred by Service Provider in connection with the performance of the Services.
If the "Pay Now" option is selected by Customer, Customer shall pay all invoiced amounts due to Service Provider upon confirmation and submission of the request for the Services. Alternatively, if the "Pay Later" option is selected, Customer shall pay all invoiced amounts due to Service Provider within 14 days after receiving such invoice. Customer shall make all payments hereunder in US dollars by wire payment, credit card, or through PayPal, Inc., located at https://www.paypal.com/. If Customer chooses to pay their invoice with a credit card, Customer shall use MasterCard, Visa, American Express, or Discover Credit cards, only. Customer understands and agrees that Service Provider shall not be required to perform, whether in whole or in part, the Services requested by Customer, unless and until Customer has paid to Service Provider the full amount of any and all invoiced amounts due to Service Provider upon confirmation and submission of the request for the Services, notwithstanding whether Customer selects the "Pay Now" or "Pay Later" option. Customer further understands and agrees that, pursuant to Section 16(a) herein, Service Provider, in its sole discretion, may, but shall not be required to, terminate this Agreement if Customer fails to pay any amount when due under this Agreement.
Customer represents and warrants that:
The credit card information or the PayPal information Customer provided to Service Provider is true, correct, and complete;
Customer is authorized to use such credit card or PayPal service for the purchase of the Services;
Charges incurred by Customer will be honored by their credit card company or by PayPal; and
Customer will pay charges that Service Provider incurs at the posted prices, including all applicable taxes, if any.
Order Cancellation; Refund.
Customer has the option to cancel their order at any time before receiving the Order Confirmation from Service Provider by e-mailing the Service Provider at info@PublishMyLLC.com with a cancellation request. Any cancellation requests received after Service Provider has already sent Customer an Order Confirmation shall be honored at Service Provider’s sole and exclusive discretion.
Following receipt of a timely cancellation request, or receipt of a cancellation request which Service Provider, in their sole and exclusive discretion, has decided to honor, Service Provider shall refund the purchase price of the Services to Customer, less any costs the Service Provider has incurred or will incur that are related to or arise out of Customer’s order and purchase of services.
Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder, if any.
Service Details: Instant LLC. Publish My LLC has no interest in any limited liability company which is part of any Instant LLC transaction. Publish My LLC is only a service provider.
Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services (collectively, the "Deliverables"), except for any Confidential Information of Customer or Customer materials, shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of the Service Provider. Confidential Information does not include information that is:
in the public domain;
known to Customer at the time of disclosure; or
rightfully obtained by Customer on a non-confidential basis from a third party.
Customers who, advertently or inadvertently, obtain Confidential Information belonging to another Customer, or an advertiser or supplier of the Service Provider, are also prohibited from disclosing or copying such Confidential Information without the prior written consent of the Customer, advertiser, or supplier, as applicable.
Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
Service Provider shall be entitled to injunctive relief for any violation of this Section.
Prohibitions on Use. Customers must be eighteen (18) years of age or older to purchase services from the Site. In addition, Customers are prohibited from accessing and utilizing the Site in any manner that is:
prohibited by state or federal law;
fraudulent or intentionally misleading;
offensive, crude, inflammatory, threatening, or violent;
pornographic or sexually explicit; and
in breach, or intended to breach, the provisions of the Agreement.
Representation and Warranty.
Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
The Service Provider shall not be liable for a breach of the warranty set forth in Section 13(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within five (5) days of the time when Customer discovers or ought to have discovered that the Services were defective, and on the condition that the Services were in fact defective.
Subject to Section 13(b), Service Provider shall, in its sole discretion, either:
repair or re-perform such Services (or the defective part); or
credit or refund the price of such Services at the pro rata contract rate.
THE REMEDIES SET FORTH IN SECTION 13(c) SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 13(a).
THE SITE (INCLUDING ALL ITS CONTENT) IS PROVIDED TO YOU "AS IS". ANY USE OF THIS SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT OF THIRD PARTY RIGHTS. WE MAKE NO REPRESENTATION OR GUARANTY AND PROVIDE NO WARRANTIES OR CONDITIONS THAT THESE SITES WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND WE DISCLAIM ANY LIABILITY RELATING THERTO.
WE MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES, AND PROVIDE NO CONDITIONS, THAT USE OR RESULTS OF THE USE OF THESE SITES (INCLUDING ALL OF ITS CONTENT) IS OR WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, WE MAY MODIFY, SUSPEND OR DISCONTINUE ANY ASPECT OR FEATURE OF THIS SITE OR YOUR USE OF THIS SITE. IF WE ELECT TO MODIFY, SUSPEND OR DISCONTINUE THIS SITE, WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY. SOME OF THE CONTENT AVAILABLE THROUGH THIS SITE MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT WE ASSUME NO RESPONSIBILITY FOR SUCH CONTENT.
Disclaimer of Warranties.EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 13(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Limitation of Liability.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THE AGREEMENT.
The limitation of liability set forth in this Article 15 shall not apply to (i) liability resulting from Service Provider's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider's negligent acts or omissions.
Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
fails to pay any amount when due under this Agreement;
has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, governmental shutdowns, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Legal or Financial Advice The services offered by Service Provider are limited to the Services set forth on the site. Any Services provided by Service Provider, and any communication of information by Service Provider to Customer does not and shall not (i) constitute legal, financial, accounting, or tax advice, and (2) create an attorney-client relationship.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Compliance with Third-Party Terms and Conditions This Agreement in no way replaces, supersedes, or renders ineffective, whether in whole or in part, any agreement, including any terms and conditions, of any third-party ("Third Party Terms"). Customer is solely responsible for adhering to any and all Third Party Terms, including, but not limited to, those Third Party Terms with any credit card company or PayPal.
Indemnification The Customer hereby agrees to defend and hold harmless the Service Provider and its affiliates, employees and principals from and against any and all claims, actions, suits and other proceedings and any and all losses, judgments, damages, expenses and other costs (including reasonable attorneys’ fees) asserted against or suffered by the Service Provider by reason of (i) any breach of any Third Party Terms committed by, or allegedly committed by, the Customer and (ii) any action or omission by any entity which the Service Provider, at the direction and/or request of the Customer, provided services for, to, in the name of or on behalf of.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Dispute Resolution. If Service Provider and Customer are unable to resolve any dispute among themselves, then Service Provider and Customer agree to settle such dispute by binding arbitration administered by the American Arbitration Association in New York County, New York State, or another location mutually agreeable to Service Provider and Customer, except for disputes where which are not the proper jurisdictional subject matter of arbitration. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Any decision as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and facts. Any such arbitration shall be conducted by a single arbitrator and shall include a written record of the arbitration hearing. Each party reserves the right to object to any individual who shall be employed by or affiliated with a competing organization or entity serving as an arbitrator. Any arbitration decision will be final and binding on the parties that are the subject of the arbitration, and will not be subject to any appeal or proceeding to vacate, except on the grounds set forth in the Federal Arbitration Act, 9 U.S.C. 1 et seq. The award rendered by the arbitrator may be entered into any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and an order of enforcement, as the case may be. Such court proceeding will disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. The parties to the arbitration proceeding will split the AAA and arbitrator’s costs associated with the arbitration and each party will bear their own attorneys’ fees and related expenses.
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.