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Company Policies

Terms & Conditions

INCLINE MARKETING GROUP, LLC.
Revised and posted as of: October 25, 2023.

PLEASE SCROLL DOWN AND READ THESE TERMS OF SERVICE BEFORE USING THIS WEBSITE OR ANY OTHER INCLINE MARKETING GROUP SERVICE OR PRODUCT.

Inclinemarketing.com (herein “Website”) is a digital service owned and operated by Incline Marketing Group, LLC (“Incline,” “our,” “us,” or “we”).

Incline is dedicated to providing visitors to our Website with an interactive and positive experience, while simultaneously protecting our rights and the rights of our users.

These Terms and Conditions (“Terms”) govern your use of our Website, our services including, but not limited to: website design, search engine optimization, pay-per-click, email marketing, search engine optimization, social media, local services, market research, and other inbound marketing services (“Services”); or our content including, but not limited to: all text, copy, information, graphics, photos, design, and data offered through our Website or Services (“Content”).

These Terms are a binding contract between you and Incline Marketing Group, LLC regarding your use of Incline’s Website, Services, and Content. If a different set of terms of service is set out in a specific agreement between you and Incline, these Terms will supplement the applicable set of terms of service.

By using our Website or our Services, you acknowledge you have read, understood, agree to be bound by, and agree to comply with the following Terms. Review the following terms carefully. If you do not agree with any of these terms, please stop using the Website and cease use of any Incline Services.

1. CONTENT

1.1  All of the information, content, services, and software displayed on, transmitted through, or used in connection with the Website including, for example, advertising, directories, lists, guides, reviews, test, photographs, images, illustrations, graphics, logotypes, audio, video, html, source and object code, software, data, and all the selection and arrangement of the aforementioned and the “look and feel” of the Website are protected under the applicable copyrights proprietary rights laws and are the intellectual property of Incline or that of our affiliates. The copying, redistribution, use or publication by you of any such Content, is strictly prohibited.

1.2  Incline Marketing Group, LLC grants you a non-exclusive, non-transferable, revocable license to access and use our Website strictly in accordance with this Agreement.

1.3  Your use of our Website or Services does not constitute any right or license for you to use our service marks, trademarks, or other Content without the prior written permission of Incline Marketing Group, LLC. Requests to use the Content for any purpose other than as permitted in this Section 1 can only be done with the written permission of Incline Marketing Group, LLC.

1.4  The Website or Content may be changed without notice and is not guaranteed to be complete, correct, timely, current or up-to-date. Like any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on our Website. We reserve the right to make alterations or deletions to the Content at any time without notice.

1.5  We do not represent or otherwise warrant that our Website will be error-free, free from viruses or other harmful components, or that we will correct any errors. We do not represent or otherwise warrant that the information available on or through our Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of our Website or Services at any time. We reserve the right in our sole discretion to edit or remove any documents, information or other content appearing on our Website or Services.

1.6  Incline respects the intellectual property of others. In furtherance of this belief and in compliance with the Digital Millennium Copyright Act of 1998 (DMCA), our Website will respond quickly to claims of copyright infringement as found under United States law (17 U.S.C. § 512). If you believe any of your copyrights are infringed by our Content, please provide us with a written notice via mail, fax, or email that contains the following information:

  • A.  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • B.  A description of the copyrighted work that you claim has been infringed;
  • C.  A description of where the material that you claim is infringing is located on our Website;
  • D.  Your address, telephone number, and email address;
  • E.  A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • F.  A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  • G.  Note: we will only respond to those notices that substantially comply with the above requirements. We will investigate your claim and respond to you by the method of contact you used to file your notice with us.

2. PROHIBITED USE

2.1  Any registration by, use of, or access to our Website by anyone under the age of 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By accessing or using our Website, Services, or Content, you represent and warrant that you are 18 years or older and that you agree to and to abide by these Terms and to comply with all applicable domestic and international laws, statutes, ordinances, and regulations.

2.2  We have the sole right and discretion to determine whether to accept your use of our Website, or the use of any user, and may reject a user’s registration or block or limit a user’s access without explanation.

2.3  These Terms in no way create an agency, partnership, joint venture, employee-employer, franchisor-franchisee, or similar relationship between you and Incline Marketing Group, LLC.

2.4  You are prohibited from violating or attempting to violate the security of the Website, including, without limitation: accessing data not intended for you or logging into a server or account which you are not authorized to access; attempting to probe, scan, or test the vulnerability of a system or network, or to breach security measures; attempting to interfere with any service of any user, the host, or network, including without limitation, via means of submitting a virus to the Website, overloading, “flooding,” “mailbombing,” or “crashing;” forging any TCP/IP packet, scraping, or otherwise collecting data or information through manual or automated means. Violations of system or network security may result in civil or criminal liability.

3.  E-MAIL ADDRESSES AND CONTACT INFORMATION

3.1  You hereby acknowledge and agree that any notice or disclosure Incline sends to the email address you provide to us satisfies any requirement that such notice, disclosure, or communication be provided in writing.

3.2  By providing your email address and other contact information you consent to Incline using your provided information to contact you.

4.  DISCLAIMERS

4.1  WARRANTY DISCLAIMER: YOU AGREE THAT USE OF THE WEBSITE, SERVICES, OR CONTENT, OR LINKS TO THIRD-PARTY SITES PROVIDED AT THE FOREGOING IS AT YOUR SOLE RISK AND “AS IS” OR “AS AVAILABLE,” WITH “ALL FAULTS,” AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.

THE CONTENT PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS OR OUTDATED INFORMATION.  FURTHER, OUR WEBSITE OR SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME. INCLINE MARKETING GROUP ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS.

OUR WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. INCLINE MARKETING GROUP, LLC, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEBSITE OR SERVICES. INCLINE MARKETING GROUP CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. INCLINE MARKETING GROUP DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, OUR SERVICES, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT ANY SUCH ITEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICES, AND RELATED SOFTWARE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEBSITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND INCLINE MARKETING GROUP. OUR WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

INCLINE MARKETING GROUP, LLC IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CONTENT POSTED ON OUR WEBSITE, WHETHER POSTED OR CAUSED BY USERS OF OUR WEBSITE, OUR EMPLOYEES OR CONTRACTORS, OR BY INCLINE MARKETING GROUP ITSELF. INCLINE MARKETING GROUP, LLC IS FURTHER NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR WEBSITE OR SERVICES.

4.2  WEBSITE, SERVICES, AND CONTENT SUBJECT TO CHANGE WITHOUT NOTICE: INCLINE MARKETING GROUP RESERVES THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN OUR WEBSITE OR SERVICES, AT ANY TIME WITHOUT NOTICE. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY OUR WEBSITE, BY THIRD PARTIES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED BY OUR SERVICES.

4.3  THIRD-PARTY AFFILIATE DISCLAIMER: INCLINE IS NOT RESPONSIBLE FOR THE AVAILABILITY OR CONTENT OF OTHER SERVICES THAT MAY BE LINKED THROUGH OUR WEBSITE. BECAUSE SUCH WEBSITES ARE THE PROPERTY OF THIRD PARTIES (“MERCHANTS”) AND NOT CONTROLLED BY INCLINE, YOU ACKNOWLEDGE AND AGREE THAT INCLINE IS NOT RESPONSIBLE FOR THE AVAILABILITY OF THESE MERCHANT WEBSITES OR ANY GOOD OR SERVICE THESE MERCHANTS MAY CLAIM TO PROVIDE. INCLINE DOES NOT ENDORSE SUCH GOODS OR SERVICES, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ACCURACY, QUALITY, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH EXTERNAL SERVICES.

YOU AGREE THAT ANY USE OF OR PURCHASE FROM SUCH MERCHANTS IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED, OR OTHERWISE. WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT WEBSITES OR ANY OTHER WEBSITE LINKED TO OUR WEBSITE. ALL RULES, LEGAL DOCUMENTS (INCLUDING BUT NOT LIMITED TO PRIVACY POLICIES) AND OPERATING PROCEDURES OF MERCHANTS WILL APPLY TO YOU WHILE ON MERCHANT WEBSITES. INCLINE IS NOT RESPONSIBLE FOR INFORMATION PROVIDED BY YOU TO MERCHANTS. NEITHER INCLINE NOR MERCHANTS HAS AUTHORITY TO MAKE ANY REPRESENTATIONS OR COMMITMENTS ON BEHALF OF THE OTHER.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT INCLINE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR RELIANCE ON ANY CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH SUCH EXTERNAL SERVICES.

4.4  FINANCIAL, LEGAL AND OTHER ADVICE DISCLAIMER: YOU HEREBY ACKNOWLEDGE THAT NOTHING CONTAINED IN OUR WEBSITE SHALL CONSTITUTE FINANCIAL, INVESTMENT, LEGAL, OR OTHER PROFESSIONAL ADVICE AND THAT NO PROFESSIONAL RELATIONSHIP OF ANY KIND IS CREATED BETWEEN YOU AND INCLINE MARKETING GROUP. YOU HEREBY AGREE THAT YOU SHALL NOT MAKE ANY FINANCIAL INVESTMENT LEGAL OR OTHER DECISION BASED IN WHOLE OR IN PART ON ANYTHING CONTAINED ON OUR WEBSITE OR IN OUR SERVICES OR OUR CONTENT.

4.5  LIMITATION OF LIABILITY: INCLINE MARKETING GROUP, LLC, AS WELL AS OUR AFFILIATES, SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (A) ANY ERRORS IN OR OMISSIONS FROM OUR WEBSITE OR SERVICES, (B) ANY PRODUCT LIABILITY ISSUES TO THE EXTENT THAT WE ARE NOT INVOLVED WITH THE MANUFACTURER OF THE PRODUCT(S) GIVING RISE TO LIABILITY, (C) THE UNAVAILABILITY OR INTERRUPTION OF OUR WEBSITE OR SERVICES, (D) YOUR USE OF OUR WEBSITE OR CONTENT, (E) THE CONTENT CONTAINED ON OUR WEBSITE OR SERVICES, OR (F) ANY DELAY OR FAILURE IN PERFORMANCE OF OUR WEBSITE AND SERVICES BEYOND OUR CONTROL.

IN NO EVENT WILL INCLINE MARKETING GROUP, LLC OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OUR WEBSITE, CONTENT, SERVICES, OR ANY RELATED SOFTWARE, ACCESSED THROUGH OR DOWNLOADED FROM OUR WEBSITE OR SERVICES, EVEN IF INCLINE MARKETING GROUP, LLC IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INCLINE MARKETING GROUP’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR WEBSITE DURING THE PREVIOUS MONTH OF YOUR USERSHIP PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

4.6  LIMITATION OF LIABILITY FOR PERSONAL INJURY OR DEATH: UNDER NO CIRCUMSTANCES WILL INCLINE MARKETING GROUP, LLC BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE OR PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF OUR WEBSITE OR SERVICES, OR ANY INTERACTIONS BETWEEN USERS OF OUR WEBSITE OR SERVICES, WHETHER ONLINE OR OFFLINE.

4.7  INDEMNIFICATION: YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US AND OUR PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, ASSIGNS, THIRD PARTY SUPPLIERS OF INFORMATION AND DOCUMENTS, ATTORNEYS, ADVERTISERS, PRODUCT AND SERVICE PROVIDERS, AND AFFILIATES HARMLESS FROM ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATED TO YOUR VIOLATION OF THIS AGREEMENT OR USE OF OUR WEBSITE, CONTENT, OR SERVICES.

5.  USE OF INFORMATION AND PRIVACY:

5.1  All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, “Submission”) is considered assigned to us and is as such considered our property. We will not be required to treat any Submission as confidential and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations.

5.2  Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

5.3  Privacy Policy: We reserve the right, and you authorize us, to the use and assignment of all of your information regarding your use of our Website, Services, and Content in any manner consistent with our Privacy Policy. Our Privacy Policy is considered part of these Terms. You may review this Privacy Policy by clicking on this link.

5.4  Unlawful Activity: We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

6.  Governing Law; Dispute Resolution:

6.1  Choice of Law and Forum: You agree that all matters relating to your access to or use of the Website, Content, or Services including all disputes, will be governed by the laws of the United States and by the laws of the State of Utah without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Washington County, Utah, and waive any objection to such jurisdiction or venue.

6.2  Claim Limitations: Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions for purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

6.3  Mandatory Mediation: In the event of any controversy or dispute between Incline Marketing Group, LLC and you arising out of or in connection with your use of the Website, the parties shall attempt, promptly and in good faith, to resolve any such dispute within a reasonable time (not to exceed thirty (30) days). If the parties do not reach an agreed upon solution pursuant to the dispute-resolution described above, then you and Incline Marketing Group each agree that any dispute must be brought on an individual basis and will be subject to a mandatory mediation with a court certified mediator prior to any judicial relief may be sought by either party.

7.  MODIFICATION

7.1  Incline shall have the right, at its discretion, to change, modify, add, or remove Terms herein at any time without notice. Changes shall be effective immediately. You agree to review these Terms periodically and acknowledge and agree that any subsequent use by your of the Website shall constitute your acceptance of any changes.

DEFINITIONS

As used herein and throughout this Agreement:

“Agreement” means the entire content of this “Service Agreement” document, the Proposal and accompanying documents, together with any exhibits, schedules, or attachments thereto. The Proposal document(s) along with any exhibits, schedules, attachments, or other proposed work product provided by Incline to Client are fully merged, integrated, and incorporated into, a part of, and governed by this Agreement. This Agreement’s written terms represent the entire and final contractual relationship between Incline and Client.

“Proposal” means Incline’s final ideas, plans, suggestions, presentations, estimates, plans, or bids prepared or created for the Client or presented to the Client by Incline. The Proposal is fully integrated into this Agreement.
“Copyright(s)” means Incline’s property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

“Deliverable(s)” means the Service(s) and work product specified in the Proposal to be delivered by Incline to Client, in the form and media specified in the Proposal.

“Incline Tools” means all design tools developed and/or utilized by Incline in performing the Services, including without limitation to pre-existing and newly developed software including source code, Web authoring tools, type fonts, application tools, comparable data or information, concepts, sketches, visual presentations, rejected designs, layered files, or other alternate or preliminary designs and documents developed by Incline, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Web site design, architecture, layout, navigational and functional elements.

“Final Art” means all creative content developed or created by Incline, or commissioned by Incline, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all website design, visual design, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to the Client’s content, and Incline selection, arrangement and coordination of such elements together with the Client’s content and/or materials from a third-party.

“Project” means the scope and purpose of the Client’s identified usage of the work as described in the Proposal.

“Services” means all services and the work product to be provided to Client by Incline as described and otherwise further defined in the Proposal.

“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Art and Deliverables to designate the origin or source of the goods or services of Client.

“Client Content” means all materials, information, photography, writings and other creative content provided by Client in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal.

“Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal.

EFFECTIVE DATE

Unless otherwise specified, the terms of a Proposal presented by Incline to a Client shall terminate thirty (30) calendar days after such presentation, beginning on the date of the presentation. Unless otherwise specified, this Agreement must be executed by Client within the thirty (30) day timeframe identified to be binding.

FEES AND CHARGES

Fees. In consideration for the Services to be performed by Incline, Client shall pay Incline fees in the amounts set forth in the Proposal’s payment schedule.

Expenses. Unless otherwise noted, the Proposal’s pricing includes Incline’s fee only. In addition to Incline’s fee, Client shall pay Incline’s expenses incurred in connection with this Agreement including, but not limited to, printing and production, photography, artwork licenses, online access fees, postage, shipping, courier, presentation materials, and photocopies, at Incline’s standard rate of 20 (twenty) percent above cost. Incline will first obtain Client approval before expenses above the Proposal’s quoted amount are incurred.

Invoices. Incline shall provide Client with an invoice for Services (“Invoice”) provided to Client that includes the amount Client owes to Incline. All payments are due within fifteen (15) days of receipt of the Invoice. A 1.5% monthly service charge will be added to all outstanding balances not paid within fifteen (15) days of Client’s receipt of Invoice. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by late or default payment. Incline reserves the right to withhold delivery of services or products and to transfer ownership if accounts are not current or overdue invoices are not paid in full, inclusive of all outstanding taxes, expenses, fees, charges, or the costs of changes.

Advertising Processing Costs. You agree to pay a direct advertising cost and a processing fee of 3.1% of the direct advertising cost. This processing fee is to cover the processing costs of ad budget funds and only applies to the direct ad spending in the case that the cost does not come directly out of the Client's advertising account.

GRANT OF RIGHTS

Client Content. Content provided by the Client, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Incline a nonexclusive, non-transferable license to use, reproduce, modify, display and publish this content solely in connection with Incline’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Incline assigns to Client all ownership rights, including any Copyrights, in and to any artworks or designs comprising the Final Art and Deliverables created by Incline for use by Client as a Trademark. Incline shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed Trademarks or Final Art and Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves, and holds harmless Incline from all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use or failure to obtain rights to use or use of the Trademark.

Incline Tools. All Incline Tools are and shall remain the exclusive property of Incline. Incline hereby grants to Client a nonexclusive, non-transferable, perpetual, worldwide license to use the Incline Tools solely to the extent necessary with the Final Deliverables for the Project. Except for the right to sublicense to Client’s web hosting or internet service providers, Client’s license to use Incline Tools is non-transferable. Client may update any original web code that Incline supplies for a website, but Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Incline Tools comprising any software or technology of Incline.

Assignment. Upon completion of the Services, and expressly subject to full payment of all fees, costs, and out-of-pocket expenses due, Incline hereby assigns to Client all rights and title in and to the Final Art and Deliverables. Incline agrees to reasonably cooperate with Client and shall timely execute any additional documents reasonably required to evidence such assignment.

Attribution. Incline retains all rights of attribution and integrity provided by the United States Copyright Law, including, but not limited to, 17 U.S.C. §106A. Incline also retains sole discretion to request the display or removal of attribution on all digital, printed or published forms of the Final Art and Deliverables. Client may remove or have removed an Incline attribution.

Samples. Incline retains the right to reproduce, publish, display, and use the Final Art and Deliverables for Incline’s promotional purposes, including, but not limited to, use in Incline’s portfolio and website, galleries, periodicals, and other media or exhibits for the purposes of recognition of creative excellence, and to be credited with authorship of the Deliverables in connection with such uses.

CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with Incline or with parties other than Incline; (b) providing content from the Client needed for Incline to provide the Deliverables; and (c) final proofreading. After Client has approved Deliverables, Client will be responsible for any corrections or modifications to the Deliverables, including typographical errors and misspellings.

CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

RELATIONSHIP OF THE PARTIES

Independent Contractor. Incline is an independent contractor, not an employee of Client or any company affiliated with Client. Incline shall provide the Services under the general direction of Client, but Incline shall determine, in Incline’s sole discretion, the manner and means by which the Services are accomplished. Incline and the Deliverables prepared by Incline shall not be deemed a “work for hire” as that term is defined under federal Copyright Law (17 U.S.C. § 101).

Incline Marketing Group Agents. Incline shall be permitted to engage or use third party designers or other service providers as independent contractors in connection with providing the Services.

No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the similar nature to those provided by Incline, and Incline shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Incline.

Marketing Consent and Release. Client irrevocably authorizes Incline, its employees, and its agents, to use its name, picture, statistics, marketing results and likeness as recorded or documented by Incline for any purpose that Incline deems appropriate, including promotional or advertising efforts. Client specifically authorizes Incline, its employees, and its agents, to use, reproduce, exhibit, or distribute its name and likeness for such purpose in any communications medium currently existing or later created, including without limitation print media, television, and the Internet. Incline will not disclose any customer data, names, address, contact information, or any confidential information of any type. This agreement solely releases use of statistics, photos, videos, materials developed by Incline, to use in internal and external marketing efforts in showcasing its work. Client releases Incline, its employees, and its agents, either in their individual capacities or by reason of their relationship to Incline, from liability for any violation of any personal or proprietary right Client may have in connection with the above use. Client, Client’s agents, and Client’s successors further agrees to hold harmless and release and forever discharge Incline, its employees, and its agents, either in their individual capacities or by reason of their relationship to Incline, from all claims and demands whatsoever, even if arising from the negligence of Incline relating to Incline’s use of the material described above.

WARRANTIES

Warranty Period. Incline agrees that any web code produced as a Deliverable will fulfill its intended purpose. All work is tested in the current versions of major desktop and mobile browsers including those made by Apple (Safari, iOS), Google (Chrome, Android), Microsoft (Edge), Mozilla Firefox, and Opera. Incline also tests to ensure that users of Microsoft Internet Explorer 11 and later have an appropriate experience. Incline does not test in older browsers unless agreed to separately. Incline agrees to provide Support Services and to troubleshoot any found issues for up to thirty (30) days after a website is launched.

Warranty Coverage. Incline Marketing’s website warranty covers code and graphics developed by Incline Marketing Group. The warranty covers errors or omissions by our team for 30 days after the solution goes live. Any code altered by the customer and/or 3rd party applications used in the website is outside the scope of our warranty. Any updates performed by the customer or 3rd party voids this warranty.

The accuracy of content provided or approved by the customer to complete the website is the customer’s responsibility, and alterations are considered change requests.

  • Response to your request for support assistance within 24 hours, when properly submitted online, by phone, or by email.
  • Assistance with any broken links that are reported to need fixing.
  • Assistance with error messages and system loading problems reported by users.
  • Assistance with problems experienced by users when attempting to play video and audio files or view and download images or documents.
  • Assistance with viewing problems reported by users where your website is not displaying correctly in certain browser types defined in your contract (e.g. Internet Explorer and Firefox).
  • Assistance with any queries or problems arising with the CMS database system or ecommerce program.
  • Picture Updates – basic adding, editing and sizing of any pictures adding to the existing website which does not fall under the scope of the layout or actual design of the existing website.
  • Text Updates – basic adding, editing and/or removing any text or copy on the existing site, including any articles, reports, contact information and product or service description.
  • Functionality – ensuring all links/images are working correctly and examining the overall health and proper functionality of the website.
  • Additional requests for Search/Filtering/Content/Design/Layout/Programming are excluded.
  • Install patches, fixes, updates to operating system or server; install additional software packages to the operating system or server; install patches, fixes or updates to additional software packages.
  • Basic WordPress interface training will be provided via screencast video. Any training outside of the basic WordPress backend is not included in the warranty.

Warranty Exclusions.

The following services are not included in our warranty:

  • Support for any problems or errors arising with, or caused by the hosting system unless we are hosting your solution.
    Support for any problems or errors arising with, or caused by customer error
  • If client server access or access to assets is revoked at any point during the project or within the warranty limit, warranty is fully voided.
  • Responsible for errors and omissions contained in website content provided by the customer is not covered by the warranty.
  • Systems developed by agencies other than Incline Marketing Group are not covered by the warranty.
  • Any web development task requested that was not explicitly listed in the customer contract. This may include, but is not limited to: graphic design, CSS changes, layout changes, moving or adding content, any new functionality, additional form fields and/or field validation and problems caused by customer site administration.
  • Restoration of any online project that has been vandalized or hacked is excluded.
  • **Redesign of site – the scope of this contract is limited to maintenance and does not allow for complete or partial redesign of existing site. Developer can advise Customer on any requested work that falls within these bounds that may require a separate contract.
  • Website Marketing – the scope of this contract does not include making any changes to existing Meta-tags, Alt-tags, Titles, Keywords or Page Descriptions. These tasks fall under the scope of Search Engine Optimization or Website Marketing and require a different contract.
  • Website Analysis – Analysis and reporting of website traffic, analysis of visitors, and breakdown of traffic sources. (Proper coding must be in place for this function to be requested and can be installed as an update under this agreement)
  • Liaise with billing and/or accounting of your hosting and domain service, unless directly provided by the Developer.

Warranty Coverage for Service Level Agreement Services. Incline Marketing Group’s standard warranty Service Level Agreement covers all emergency support including:

  • Site down or unresponsive
  • Unable to commutate with API’s
  • Unable to place order
  • Unable to allow for customer signup
  • Unable to add to cart

Incline Marketing will respond via email and engage the problem within 4 hours, 24 hours a day 7 days a week when submitted properly via email, website, or your dedicated client portal.

INDEMNIFICATION/LIABILITY

Indemnification. Client agrees to indemnify and hold harmless Incline against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Deliverables at the request of the Client for which no copyright permission or privacy release was requested or for uses that exceed those allowed pursuant to a permission or release. Incline reserves the right, and Client authorizes us, the use and assignment of all Client information regarding Client’s use of Incline’s Website and Services in any manner consistent with our Privacy Policy. Our Privacy Policy is considered part of this Agreement. You must review this Privacy Policy by clicking on this link and by accepting this Agreement you consent to accepting our Privacy Policy.

Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF INCLINE ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, INCLINE AND ITS EMPLOYEES AND AGENTS, ARE LIMITED IN LIABILITY FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF INCLINE. IN NO EVENT SHALL INCLINE BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY INCLINE EVEN IF INCLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Unlawful Activity. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses, and traffic information.

CURE PERIOD

Client must notify Incline in writing to [email protected] within the first 7 days of any dissatisfaction Client may have on any of the Services. Client agrees to give Incline 15 days to resolve the cause of the dissatisfaction. Failure to comply with provision waives any claim Client may have against Incline that could have been cured under this provision but was not correctly brought under this provision. In which, client forfeits any and all potential refunds.

TERM AND TERMINATION

Effective Date and Right to Cancel. This Agreement shall commence upon the Effective Date. Client may cancel any sale up to midnight of the third business day after the Effective Date by sending an email to [email protected]. All recurring invoices renew automatically until requested for cancellation by client.

As to Services that are provided on a monthly basis, Client may cancel Services at any time with 30-days written notice required being sent to [email protected] only after the initial term in the Proposal is met.

For immediate cancellation, a $400 fee will apply plus 20% of the remaining amount on the term of this Agreement. Any outstanding balances must be paid in full prior to account(s) closure. Services will continue to be fulfilled through the last day of the last paid billing cycle.

Incline has the right to cancel this Agreement at any time and at its sole discretion. In the event of termination by Incline, Incline shall be compensated for the Services performed through the date of termination in the amount of a prorated portion of the fees due or hourly fees for work performed by Incline or Incline’s Agents as of the date of termination, whichever is greater; and Client shall pay all expense and fees incurred through and up to, the date of cancellation, not to exceed the original quoted fees unless otherwise approved by the Client. If the initial deposit is above the amounts outlined above, Client shall be entitled to a refund more than the amount owed to Incline. Otherwise, the initial deposit is non-refundable unless cancelation is properly provided as outlined above.

Non-transferability of Agreement and Severability. Client cannot transfer this Agreement to anyone else without Incline’s written permission. If for some reason one portion of this Agreement becomes invalid or unenforceable, this Agreement is only invalid or unenforceable as to that portion with the remaining portions being unaffected.

Stalled Project. Client will provide copy, copy editing, logo, brand guide, graphics, icons, photography, stock photography (unless otherwise stated), and any other information needed for the project according to the timeline in the Proposal. If the client does not provide assets and communication according to the timeline, Incline may adjust the timeline, delay the project, or put the project on hold pending communication and access from the client. Incline Marketing Group reserves the right to (1) put the project on permanent hold after fourteen (14) days; and (2) cancel the project after forty-five (45) days. The client will receive written notification and communication leading up to project hold or cancellation. Upon termination, the client will receive all project work to date. If the project is canceled under this provision, the initial deposit is nonrefundable.

Collections Policy. In the event that the client does not pay their invoice, Incline will send the outstanding invoice to a collection agency who will recover these costs from the client. All invoices sent to collections will have a 100% additional cost added to the outstanding invoice balance to cover collection agency fees and services plus any chargeback or dispute fees that may apply.

MISCELLANEOUS

This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses orally. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same of other provisions hereof. This Agreement shall be governed by the laws of the State of Utah. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to an award of reasonable attorney fees along with costs.