Section 101, LLC
General Client Terms of Service (“General Terms”)
In addition to the Client Agreement and Terms of Service (“Agreement”) the Client agrees to the following general additional terms and conditions as they relate to the Client’s use of Section 101, LLC’s (“S101”) proprietary web-based service and hosting (“Services”) of a website (“Website”) for the Client. (All capitalized terms below are defined in either the Agreement or within these General Terms):
1. Governing Law:
This Agreement and any disputes that may arise under, out of or in connection with this Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York and shall be binding on the parties to this Agreement in the United States and worldwide. Jurisdiction over and venue of any suit arising out of or related to this Agreement shall be exclusively in the state and federal courts of New York County, New York. This Agreement sets forth the entire Agreement between the parties relative to the subject matter, and supersedes all prior or contemporaneous oral or written understandings, statement, representations, or promises.
2. Additional Payment Provisions:
1. Late payments shall accrue interest at a monthly rate of $10 or 1.5% of the monthly fee whichever is greater. S101 reserves the right to suspend or discontinue the services in the event of the Client's non-payment after 30 days.
2. Refunding of Payment: Section will offer a pro-rated refund per the following:
a. If the Client cancels with a pre-paid balance and has not elected a binding prepayment plan, S101 will issue a pro-rated refund as of the Termination Date (as defined in the Client’s Agreement) through the credit card provider on record or via check to the Client contact on record.
b. If the Client cancels with a pre-paid balance and has elected a binding prepayment plan, no refund will be given. If the Termination Date is after the next payment date, the client will be responsible for the next term’s payment.
3. After the Termination Date, S101 has the right to delete all data, files, or other information that is stored in the Client's account for any reason.
4. If S101 terminates this Agreement due to the Client’s breach of any part of this Agreement, the Client will not be entitled to any refund of unused or prepaid fees.
5. S101 reserves the right to terminate and delete unpaid accounts after 60 days.
6. If the client pays any outstanding fees after S101 has terminated the account, the client will also be responsible for a $150 reconnection penalty fee to re-launch the website account. 7. If either party terminates the agreement, the Client will have 30 days to download all owned site content. This does not include the “Software” that is owned by Section 101.
8. Taxes: The Client takes full responsibility for all taxes and fees of any nature associated with Services used or products purchased through the Service. S101 shall not be liable for any taxes or other fees to be paid in accordance with purchases made through the S101 Services.
9. The Client must contact billing at S101 ([email protected]) if the Client believes that S101 incorrectly charged for its Services. If the Client’s credit card company issues a chargeback to S101, the Client will be responsible for the charged back balance, in addition to a $50 chargeback fee. The account will be terminated if the chargeback balance and fee are not paid within 10 business days.
10. Clients will agree to accept all payment terms and conditions of the Agreement when payments are due.
11. Domains: up to 2 additional domains can be set up and linked to the live Website, for an additional one time cost of $100. It will cost $20 per domain after these additional 2. The renewal fee will be $15 per year per domain.
12. Email Addresses: up to 5 additional email addresses associated with your URL for a one-time fee of $200. It will cost an additional $200 per 5 additional email addresses.
3. Forms Provided by S101
2. S101 will automatically publish the Forms on the Website immediately upon Client’s signing up for the Services. At any time, Client may request to replace the Forms with documents the Client wishes to publish. To do so, Client must submit a request to replace the forms with the desired documents to [email protected], with the desired documents attached to the email.
3. Unless directed otherwise by Client, Client consents to S101’s publishing the personal email address provided by Client in the Forms.
4. Applicable Regulations
By signing up for the Services and by continuing to administer the Website, you acknowledge and understand that certain laws and regulations may apply to your and your users' conduct on the Internet. S101 shall not be held responsible for, and Client hereby waives any and all claims against S101 that may arise from, the Website's noncompliance with such regulations, whether domestic or foreign. If you'd like to learn more about applicable privacy and intellectual property laws in the United States, please visit the following links:
5. Other Terms and Conditions:
1. You must be eighteen or over or represented by someone eighteen or over to register as a Client of S101’s services or use the Service. Membership in the Service is void where prohibited. By using the Service you agree to be bound by all terms and conditions of the Agreement and General Terms. You represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
2. The Client warrants that all information, directions, images, music, audio, video, site copy, names, taglines, logos and any other materials supplied to S101 and uploaded to, or posted directly by the Client on the Website are accurate and complete, do not infringe upon the rights of any other party, do not violate any applicable laws or regulations, and are either owned or properly licensed for use by the Client. Client further warrants that all the aforementioned content is not:
a. Pornographic or sexually explicit material;
b. Content of an illegal nature, including copyright materials;
c. Content that is deemed to be threatening, obscene or that has the purpose of inciting hate
3. The Client is responsible for (i) searches, licenses and registrations necessary to operate the Website free and clear of infringement of third-party intellectual property rights, including trademarks, copyright and patents, (ii) compliance with the U.S. and international privacy laws, (iii) registering the Website under the Digital Millennium Copyright Act if necessary, and (iv) all costs, fees and expenses arising out of or relating to the foregoing.
4. The S101 content storage, sharing and management application and database made available to Client, together with all software, engines, source code, algorithms, architecture, navigation logic and other technologies incorporated therein (collectively, the “Software”), shall be and remain the sole property of S101. S101 hereby grants to Client a non-exclusive, revocable, worldwide, royalty-free, fully-paid license to use the Software, in object code form only, during this Agreement term, or until termination or expiration of this Agreement for any reason. In consideration for such license Client shall pay S101 the Hosting Fee and the client agrees to all terms as outlined in this Agreement. The Client may not decompile, disassemble, reverse engineer, copy, create a derivative work, or display the Software code in human readable form, or otherwise use or allow a third party to use the Software and Services, except as explicitly provided for in this Agreement.
5. The Software and all services provided by S101 under this Agreement are provided on an "as is" and "as available" basis. S101 does not warrant the Service will be secure, error free or uninterrupted. The Client hereby acknowledges and agrees that S101 will not be liable for any temporary delay, outages or interruptions of the Services. Further, S101 shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure). The Client hereby acknowledges and agrees that S101 reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. S101 will use best efforts to notify the Client of pending maintenance however at no time is under any obligation to inform the Client of such maintenance.
6. S101 will not be responsible for, and the Client shall defend, indemnify, save and hold S101 harmless from, any and all demands, liabilities, losses, potential losses, claims, costs and expenses (including attorney's fees), asserted against or incurred by S101, its affiliates, subsidiaries, partners, agents, customers, officers, contractors, and employees, arising out of or resulting from any breach of this Agreement or any service or product offering by the Client, its agents, contractors, licensees, designees, employees or assigns.
7. S101 reserves the right to change or modify any of the terms and conditions contained in the Client’s Agreement, the General Agreement, and the Forms at any time at its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any modifications will be effective upon posting the revisions to the terms and conditions posted via S101’s corporate website (www.section101.com). The Client’s continued use of S101’s services post-revision will constitute the Client’s acceptance of those changes.
8. S101 warrants that the Client retains ownership of all information, directions, images, music, audio, video, site copy, names, taglines, logos and other materials (“Data”) supplied to S101 by the Client representative and uploaded to or posted on the Website by the Client representative. Solely for purposes of providing the Services to Client, Client hereby grants to S101 a non-exclusive, revocable, worldwide, royalty-free, fully-paid license to store the Data and provide it to the Client for publication on the Website during this Agreement term, or until termination or expiration of this Agreement for any reason. Data stored in the Client’s account on a S101 server is not owned by S101; therefore Data preservation is the ultimate responsibility of the Client. S101 is not responsible for the Data or the backup of the data, and will not be liable in any way in the instance of loss of Data. Transmission, storage, copying, or modifying any Data, material or other actions by Client in violation of any Federal, State or Local regulation is prohibited.
9. The Client may not use the Service for file sharing or storage aside for normal website files. S101 reserves the unilateral right to remove/disable any large files uploaded to our server environment. The Client may not access the Services outside of mechanisms provided by S101 as part of the Service (for example: using an automated process, gaining direct access to the Services at the server level, or bot). The Client is not permitted to knowingly allow another website or hosting server to link to content files stored on S101’s servers. Clients deemed to be using the Service solely as a remote storage server will have their account immediately terminated and will have all files associated with their account permanently removed. S101 has the sole discretion to determine whether an account is in violation of any of these policies.
10. All aspects of the Service, including Software, graphics and documentation are the property of S101, are protected by copyright, and may only be used or accessed as specifically provided in this Agreement. S101 reserves the right to modify, suspend or discontinue the Service at any time without notice. S101 reserves the right to edit/delete Website content, terminate individual user accounts, transfer ownership of accounts and domains, or block access to the Service at its sole discretion and without notification.
11. Domain Registration: S101 will provide the services required to select, subscribe and migrate the Client’s Website to a final URL selected and owned by the Client (the “URL”). The domain registration or transfer process will be provided by S101. Clients with existing domains will be able to utilize S101’s services to migrate their new site to their existing domain. This process will take up to 3 business days, and will require additional information to be provided by the Client.
12. If the Client elects to do so, S101 will maintain and renew the domain registration. This is included as part of the Hosting Fee, and is a service provided by S101. In this case, the Client is providing the right for S101 to service the domain registration on their behalf. For avoidance of doubt, the URL is owned by the Client. If the Client elects to do so, S101 has the right to change the domain registration service provider. S101 has the unilateral right to select the domain registration service or agent. Domain registration renewal will be done annually.
13. The Client has the right to maintain their domain registration away from the S101 service, in which case renewals, payments and maintenance of the domain will be the responsibility of the Client. S101 will not discount its Hosting Fee for Clients who elect to maintain their own domain registration. S101 is not liable for, and the Client will hold S101 harmless, for any interruption to the Client’s URL or Service, in the instance where a domain renewal is not completed in a timely manner by the Client.
14. If the Client elects for S101 to maintain the URL, upon cancellation of the Service, the Client may transfer the domain free of charge as long as the Client has used the Paid Services for a minimum of 3 months beyond the renewal date of the domain registration. If the Paid Service is cancelled before that time, the Client will pay a transfer fee of $50. It is the responsibility of the Client to transfer the domain to a new registrar. The cancellation fees are subject to change at the sole discretion of S101.
15. The Client will create a valid S101 account by fully providing valid personal information about the Client during the signup or onboarding process. To maintain a valid account, the Client must regularly update such information to assure its accuracy. The Client must always maintain a valid email address associated with the account. The Client is responsible for maintaining the security of the account and password. S101 will only send account information (including passwords) to the main email address registered to the account. S101 is not liable for loss or damage due to failure to comply with these obligations.
16. S101 is not liable for loss of domain names, content or account due to failure to comply with the terms of this Agreement. The Client may not rent or lease or provide the Services (including any software or documentation used by or with the service) to third parties. This Agreement does not in any way signify a partnership with S101, and you may make no such claim publicly or privately.
17. The Website shall have a “Your Site: Powered by Section101” on each page of the site, which will include a S101 logo. S101 may use, distribute, publish, modify and perform any Client Data as part of its portfolio solely for promotional purposes.
18. The Client agrees to defend, indemnify and hold harmless S101 and its affiliates, customers, members, managers, employees, agents, contractors and representatives from and against any and all claims, proceedings, actions, judgments, damages and other liabilities, including without limitation reasonable attorneys’ fees, arising out of or relating to any breach of the warranties, representations or covenants contained in this Agreement or any other act or omission on the part of the Client. S101’s aggregate liability to the Client arising under or relating to this Agreement shall not exceed the fees paid by the Client to S101 during the preceding three-month period.
19. Client may not use the Service to send unsolicited emails. S101 reserves the right to immediately suspend or cancel the Service, or disable outgoing emails from Client’s account if emails sent from it are marked as SPAM by recipients.
20. S101 reserves the right to disable outgoing emails and/or throttle bandwidth from the Website if it exceeds acceptable standards, as determined solely by S101.
21. U.S. Export Controls. Software and Service provided by S101 ("Software") is further subject to United States export controls. No Software may be downloaded from the Site or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using or downloading the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
23. Acceptable Use: S101 does not allow any of the following content, or links to external sites with such content on user sites:
a. Pornographic or sexually explicit materials
b. Content of illegal nature, including copyright materials
c. Content that is deemed to be threatening, obscene or that has the purpose of inciting hate.
24. Client acknowledges that the Services may provide the Client with tools and methods to collect personal information from users who visit the Website. For avoidance of any doubt, S101 is merely a processor of information Client chooses to collect via the Website, and all purposes and means of collecting personal information are at the direction of Client.
25. Notwithstanding the foregoing, S101 may track traffic directly or via third party services on the Website to report traffic directed to third-party affiliates through links published on the Website. In some cases S101 may derive revenue from these tracking services. By signing up for the Services, Client acknowledges and agrees to this practice and also understands that Client may opt out of this practice by contacting [email protected] S101 collects no personally identifiable information in compiling and disclosing traffic reports.
27. S101’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of S101's right to subsequently enforce such provision or any other provisions under this Agreement. If a breach by the Client of any terms in this Agreement results in damages or costs to S101, those damages will be billed to the Client (including but not limited to: data transfer, storage space, legal costs.) Violation of any of the terms of this Agreement may result in tracking information being stored to identify the offending user, and permanent restriction from holding an account on the Service.
28. The General Terms and Conditions of this agreement and any disputes that may arise under, out of or in connection with this agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York and shall be binding on the parties to this Agreement in the United States and worldwide. Jurisdiction over and venue of any suit arising out of or related to this Agreement shall be exclusively in the state and federal courts of New York County, New York. This Agreement sets forth the entire Agreement between the parties relative to the subject matter, and supersedes all prior or contemporaneous oral or written understandings, statement, representations, or promises.
1. Full resolution images .JPG .PNG, .GiF
2. Organizing appropriate images into gallery folders
3. Logo: Large images on a transparent background (.PNG or .GIF recommended). Preferred width to height ratio of 3:1 or less for purposes of social sharing.
4. Main Image: Minimum size of 500 pixels wide,
1. .MP3 files only: all rights must be procured by Client
2. Sample rate of 96 kbps or 128 kbps for streaming, 256 kbps or 320 kbps for downloads
1. YouTube or Vimeo links– the full embed code (all rights must be procured by Client)
2. Video Files (.mov) can be uploaded.
4. Other Files
1. Favicon: (image to the left of the URL display): .ico format (or similarly small image file).
1. Press articles: .JPG .PNG, .TIFF or .PDF only
6. Email Lists
1: .csv files