Terms of Service
Fluid Marketing Services
By using our Marketing services, you agree to be bound by the following terms and conditions. Fluid Services reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Fluid Services constitutes your consent to such changes.
- DESCRIPTION OF SERVICES. Fluid will provide an ongoing set of online services including website design, copy and editorial development, search engine optimization and website updates as described on the signup page for each specific service. The Timeline that is given to Client is a tentative window of time to complete each service. Fluid reserves the right to make any change with this Timeline.
- BUSINESS LOCATIONS: Fluid will provide these services to one location, which is considered a major city. For multiple cities, Fluid may include additional charges based on the scope of work. For a 2nd physical location, office or storefront, Fluid will consider this a 2nd separate business. Fluid may include additional charges based on the scope of work.
- LIMITATIONS OF SCOPE. Fluid will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
- MANAGEMENT RESPONSIBILITY. Fluid will provide certain tools, methods, and resources to Client that are intended to help Client grow and build its business. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. Fluid may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
- COPYRIGHT. All content produced by Fluid within the scope of Services including software and web code, contents, graphic and designs, or material developed or licensed by Fluid for Client as part of the Services is copyrighted by Fluid and remains the exclusive property of Fluid. Upon termination of this Agreement copyrights shall remain with Fluid. After full payment of services rendered, if Client chooses to cancel this agreement per the conditions in Section 6 below all Fluid copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content. In the event Fluid ceases business operations and providing the services described in this agreement all Fluid’s copyrighted content, EXCEPT software, web code, WordPress themes and plugins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
- LINK. Customer hereby acknowledges and agrees that Fluid shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of Fluid services for referral and marketing purposes.
- TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. Fluid will start subscription billing to Client beginning the date (“Renewal Date”) client agrees to these terms of services and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing or email. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Fluid the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by Fluid to Client here under shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to Fluid Clients shall automatically terminate. Hosting costs are still the client’s responsibility even after Termination. Client can have their website migrated to another host of their own choice and expense. If client migrates to a different hosting platform, Fluid is not responsible for the Client’s website anymore. If a domain is registered through Fluid, the Client may have it transferred to another registrar of their own choice and expense.
- PRICING. Fluid reserves the right to adjust subscription price at anytime but will allow a minimum of a 1 month “grandfathered” period for the client to adjust to the pricing changes.
- PAYMENT FOR SERVICES. Client will pay monthly fees to Fluid for a subscription to Services as described in Fluid’s plan in effect at the time of this agreement and for the license to use the Fluid’s web services, software and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions processed on the Renewal Date as described in Section 6 above. Fluid reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances.
- WARRANTY. Fluid shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Fluid’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and Fluid disclaims, and client waives, any warranties, express or implied, as to the merchant-ability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. Fluid does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
- LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of Fluid, Fluid’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by Fluid, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, Fluid and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, Fluid shall have no liability to client arising from or relating to any third party hardware, software, information or materials. Fluid is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though Fluid will attempt to prevent or minimize exposure to such risks.
- INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Fluid and its licensors arising from products or services related to this Agreement. Conversely, Fluid shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of Fluid.
- NON-COMPETE. Fluid will work with clients on a first come-first serve basis. Once a Client has been a subscriber for 30 days, Fluid will agree not to offer marketing services with a competing company that has a base of operation within 30 miles or less of the client’s base of operation. Once services have been terminated by either Fluid or client, the non-compete is immediately waived. Client will have to reach 30 days again to re-enforce the non-compete. Non-compete does not comply with Simmer Package. An exemption to this rule is businesses located in or near New York City, Chicago, and Los Angeles. Businesses located in these cities will be addressed on a case by case basis due to population density. If Client has more than one physical location, the non-compete complies with each location assuming each location is signed on with Fluid.
By using Fluid LOCAL, you agree to be bound by the following terms and conditions. Fluid Services reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Fluid LOCAL constitutes your consent to such changes. There is an underlying theme with the Terms of Service. Be Professional!
- Keep it professional. Fluid LOCAL is a professional service. Don’t be unprofessional in any of your contributions.
- Sign-up, payment and renewal. Fluid LOCAL is not available as a separate service. The platform is part of different Fluid Services being offered to ensure that clients get the most out of the platform.
- Cancellation. Reach out to email@example.com to cancel your account or you can manually cancel the service through shop.fluid.services.
- Password. Don’t share your password. Protect your password like you protect your own privacy and your customer’s privacy.
- Spamming. No Spamming.
- Age. You must be 18 years or older to use Fluid LOCAL.
- Automated queries. Don’t use automated web queries (such as but not limited to spiders, robots, screen scraping, database scraping, crawlers and any other automation) to extract or monitor content on sites and pages owned by Fluid Services, or that leverage Fluid LOCAL. Non-commercial public archives and general purpose Internet search engines using such methods for the sole purpose of displaying hyperlinks to sites and pages that leverage Fluid LOCAL are exempt assuming they use a stable IP address or range of addresses and an clearly-identifiable agent.
- Reuse. Don’t retrieve, index, or access any portion of Fluid LOCAL sites, or of sites and pages leveraging Fluid LOCAL, for purposes of constructing or populating a searchable database of business reviews.
- Reasonable use. Don’t take any action that we judge to place an unreasonable or disproportionately large load on Fluid LOCAL sites, sites leveraging Fluid LOCAL, or Fluid LOCAL technology infrastructure.
- Unauthorized access. Don’t try to gain access to Fluid LOCAL sites, user accounts, systems or networks connected to Fluid LOCAL through hacking, social engineering, password mining, or any other means.
- User information. Don’t record, process, or mine information about other users or client.
- Reverse engineering. Don’t reverse engineer any capability of Fluid LOCAL.
- Authorized users. Only prospects evaluating whether to enter into a business relationship with Fluid LOCAL, customers pursuing an ongoing business relationship with Fluid LOCAL, or the authorized agents of prospects or customers should use Fluid LOCAL.
- Unauthorized users. Don’t use Fluid LOCAL for the purpose of competitive analysis or in the development of any similar products, services or technology for your use, or the use of any third party.
- Fluid LOCAL branding. Don’t remove, hide or alter Fluid LOCAL branding when leveraging plugins or our API on your sites or pages.
- Fluid LOCAL changes. We reserve the right to update, modify, or discontinue Fluid LOCAL sites, products, services, and technologies at any time, at our sole discretion, without liability with email notification to account owner.
- Ownership. You have sole responsibility for your content contributions, in the form of checkins, reviews received, and comments you have made on those reviews. If you choose to cancel services, you can request that we delete all of this content.
- Responsibility. You alone are responsible for any violations of applicable laws in the content that you’ve posted to Fluid LOCAL. Any content you add to Fluid LOCAL is yours, not ours. You are responsible for ensuring that nothing you contribute violates any law or any third-party right including copyright, trademark, privacy right, right of publicity, moral right, trade secret, patent, or other intellectual property or proprietary right.
- Privacy. Don’t publicize other people’s private information such as a full name, full address, or a photo of their license plate unless you are referring to members of your organization with permission, or service providers who commonly share or are commonly identified by their own full names. Please don’t post close-up photos of anyone without their permission.
- Unacceptable content. Don’t threaten or harass anyone. Avoid lewdness, defamation, hate speech, and other displays of bigotry in all of your contributions. Don’t post pictures of anything not considered to be a “G” rating.
- Conflicts of interest. Only request reviews from those with which you have had a legitimate business interaction. Only write reviews about those with whom you have had a legitimate business interaction. Don’t review businesses you own or that employ you, businesses owned by your friends or relatives, or businesses owned by your competitors or fellow members of business networking groups.
- Accuracy. Please ensure that your contributions are factually correct and reflect your personal experiences. Your opinions, particularly in reviews, are welcome but please don’t exaggerate or misrepresent your experiences. Fluid Services won’t take sides in a disagreement as to accuracy, but we expect you to take responsibility for the accuracy of your review.
- Relevance. Make sure the content of your checkins and reviews pertain directly to the work performed, service provided, products sold, projects estimated, etc.
- Checking in. When checking in to a customer location, or anywhere, you have the option to post messages and photos. Keep it professional. Don’t post the same marketing Spam over-and-over. If this seems redundant, it is. We want you to be professional so we listed it twice.
- Our rights. We will use your content for your benefit as you direct through the capabilities of Fluid LOCAL. We may also use or reference your content in marketing, demonstrating, training, or advertising Fluid LOCAL.
- Syndication. We can enable automatic sharing and/or reposting of your content to third-party sites or services. Once any content has been shared or reposted to such a third-party site, Fluid Services no longer has the responsibility or capability to manage that content in any way.
- Referrals. You can enable links to third-party sites for the purpose of providing additional reviews on those sites. Those sites are entirely in control of the experience for any customer that chooses to click on one of those links.
- We are under no obligation to enforce these terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the terms, but we reserve the right to investigate and take appropriate action at our sole discretion. You agree not to violate these terms, and not to assist, encourage, or enable others to do so.
- Fluid STATS’s service. This web site and the services provided to you on and via this web site are provided on an “AS IS” basis. You agree that Fluid STATS reserves the right to modify or discontinue provision of this web site and its services, and to remove the data you provide, either temporarily or permanently, at any time, without notice and without any liability towards you, Fluid STATS will not be held responsible or liable for timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.
- Your responsibilities and registration obligations. In order to use our service, you will be required to register for a user account on this web site; in this case, you agree to provide truthful information when requested, and you undertake that you are at least 18 years old. By registering for a user account, you explicitly agree to this site’s Terms and Conditions, including any amendments made by Fluid STATS that are published herein.
- Registration and password. You are responsible for maintaining the confidentiality of your password, and you will be responsible for all usage of your user account and/or user name, whether authorized or not authorized by you. You agree to immediately notify Fluid STATS of any unauthorized use of your user account, username or password.
- Your conduct. You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials (“content”), made available publicly or privately, will be under the sole responsibility of the person providing the said content, or of the person whose user account is used. You agree that this web site may expose you to content that may be objectionable or offensive. Fluid STATS will not be responsible to you in any way for content displayed on this web site, nor for any error or omission.
- By using this web site or any service provided, you explicitly agree that:
- you will not provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortious; defamatory; libellous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of this web site or any service provided; infected with a virus or other destructive or deleterious programming routine; giving rise to civil or criminal liability; or in violation of an applicable local, national or international law;
- you will not impersonate or misrepresent your association with any person or entity; you will not forge or otherwise seek to conceal or misrepresent the origin of any content provided by you;
- you will not collect or harvest any information about other users;
- you will not provide, and you will not use this web site to provide, any content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce; you will not use this web site to promote or operate any service or content without Fluid STATS’s prior written consent;
- you will not provide any content that may give rise to Fluid STATS being held civilly or criminally liable, or that may be considered a violation of any local, national or international law, including — but not limited to — laws relating to copyrights, trademarks, patents, or trade secrets.
- Submission of content on this web site By providing any content to this web site:
- you agree to grant Fluid STATS a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights.) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, in whole or in part. Such license will apply with respect to any form, media, technology already known at the time of provision or developed subsequently;
- you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant Fluid STATS the license specified in this section 7;
- you acknowledge and agree that Fluid STATS will have the right (but not obligation), at Fluid STATS’s entire discretion, to refuse to publish, or to remove, or to block access to any content you provide, at any time and for any reason, with or without notice.
- Third-party services Goods and services of third parties may be advertised and/or may be made available on or through this web site. Representations made regarding products and services provided by third parties will be governed by the policies and representations made by these third parties. Fluid STATS will not in any manner be liable for or responsible for any of your dealings or interaction with third parties.
- Indemnification You agree to indemnify and hold harmless Fluid STATS and Fluid STATS’s representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees, that may be filed by any third party, arising out of your conduct or connection with this web site or service, your provision of content, your violation of these Terms and Conditions, or any other violation by you of the rights of another person or party.
- DISCLAIMER OF WARRANTIES YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEB SITE AND OF ANY SERVICES OR CONTENT PROVIDED (THE “SERVICE”) IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU “AS IS”, AND Fluid STATS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- Fluid STATS MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER FLUID STATS NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT ANY ADVICE OR ANY OTHER INFORMATION OBTAINED VIA THIS WEB SITE MAY BE USED SOLELY AT YOUR OWN RISK, AND THAT Fluid STATS WILL NOT BE HELD LIABLE IN ANY WAY.
- Some jurisdictions may not allow disclaimers of implied warranties, and certain statements in the above disclaimer may not apply to you as regards implied warranties; the other terms and conditions remain enforceable notwithstanding.
- LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT FLUID STATS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FLUID STATS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF SERVICES OR THE INABILITY TO USE SERVICES, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING SERVICES, OR (V) ANY OTHER MATTER RELATING TO SERVICES. In some jurisdictions, it is not permitted to limit liability and, therefore, such limitations may not apply to you.
- Reservation of rights Fluid STATS reserves all of Fluid STATS’s rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that Fluid STATS may have in respect of this web site, its content, and goods and services that may be provided. The use of Fluid STATS’s rights. and property requires Fluid STATS’s prior written consent. By making services available to you, Fluid STATS is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of this web site or provided services without Fluid STATS’s prior written consent.
- Notification of copyright infringement If you believe that your property has been used in any way that could be considered a copyright infringement or a violation of your intellectual property rights, Fluid STATS’s copyright agent may be contacted.
- Applicable law You agree that these Terms and Conditions and any dispute arising out of your use of this web site or products or services provided will be governed by and construed in accordance with local laws applicable at Fluid STATS’s domicile, notwithstanding any differences between the said applicable legislation and legislation in force at your location. By registering for a user account on this web site, or by using this web site and the services it provides, you accept that jurisdiction is granted to the courts having jurisdiction over Fluid STATS’s domicile, and that any disputes will be heard by the said courts.
- Miscellaneous information
- In the event that any provision of these Terms and Conditions is deemed to conflict with legislation by a court with jurisdiction over the parties, the said provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of these Terms and Conditions will remain valid and applicable;
- The failure of either party to assert any right under these Terms and Conditions will not be considered to be a waiver of that party’s right, and the said right will remain in full force and effect;
- You agree that any claim or cause in respect of this web site or its services must be filed within one (1) year after such claim or cause arose, or the said claim or cause will be forever barred, without regard to any contrary legislation;
- Fluid STATS may assign Fluid STATS’s rights and obligations under these Terms and Conditions; in this event, Fluid STATS will be relieved of any further obligation.