Terms of Service

Service Agreement

In making any payment(s) to or by accepting any Statement(s) of Work from us, you (the “Client”) agree that you have read, understood, and agreed to be bound by these Terms of Service (the “Agreement”) in their entirety. These Terms of Service along with our Software Terms supersede any prior agreements, whether explicit or implied, between the Client and CLK Media Co.,LLC.

General Definitions

The following terms, when used in this Agreement, shall have the following meanings:

“Affiliate” means an entity controlling, controlled by, or under common control with the specified Party, with control meaning (a) owning directly or indirectly more than 50% of the outstanding voting equity interests of an entity or (b) having the right directly or indirectly to appoint a majority of members of the board or other body which directs the management and policies of an entity.

“Agreement” means these Terms of Service.

“Client” shall mean any person, business, or entity that is seeking Professional Services from Company. May be referred to as “Party” and as part of a collective “Parties”.

“Client Content” shall mean anything provided by Client or its agents for incorporation into the Site or the Deliverables, including, but not limited to, any data, images, programming, computer code, photographs, illustrations, graphics, audio clips, video clips, or text, including all related Intellectual Property rights.

“Confidential Information” shall mean all information; (1) marked confidential, restricted or proprietary by the disclosing party; (2) all information provided by the disclosing party regarding its customers and prospective customers, account information, products and services, vendors, financial, technical or marketing information, business or marketing strategies, operating policies and procedures; and (3) similar proprietary information, in whatever form, which could reasonably be expected to be confidential information. Confidential Information does not, however, include information which (a) at the time of disclosure to the receiving party, was in the public domain, (b) after disclosure to the receiving party, has been published or otherwise becomes part of the public domain through no fault of the receiving party, (c) was known to the receiving party either before disclosure by the disclosing party or as a result of a disclosure from a third party who had a lawful right to disclose such information to the receiving party, or (d) was independently developed by the receiving party.

“Custom Content” shall mean anything made, conceived, licensed, or developed by Company after the Effective Date in connection with the performance of Professional Services hereunder, including, but not limited to, any logos, data, images, programming, computer code, photographs, illustrations, graphics, audio clips, text, scripts, applets, procedures, improvements, and other materials, including the Intellectual Property rights therein.

“Company” shall mean CLK Media Co.,LLC. which is a Florida corporation. CLK Media Co.,LLC may elect to do business under other registered names or aliases and may be referred to as “Party” and as part of a collective “Parties”.

“Company Materials” shall mean (i) any data, images, programming, computer code, photographs, illustrations, graphics, audio clips, text, scripts, applets, procedures, improvements, and other materials made, conceived, licensed, or developed by Company prior to the Effective Date and (ii) proprietary software, methodologies, techniques and tools after the Effective Date of this Agreement or outside the scope of this Agreement.

“Deliverables” shall mean any item, software deliverables, documentation, service deliverable, or material provided by Company to Client pursuant to this Agreement or any Statement of Work that are the result of the Professional Services.

“Excusable Delay” shall mean a delay in performance or failure to perform which is due to an event beyond the reasonable control of a Party and shall include, without limitation, (a) acts of God, weather conditions, explosion, flood, earthquake, or fire; (b) war or threat of war, sabotaging, riot, revolution, civil disturbance or requisition; (c) acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental authority; (d) import and export regulations or embargos; (e) strikes, lockouts, or other industrial actions, labor disputes, trade disputes, or the unreliability of materials; or (f) interruption of, delay in, or unreliability of telecommunications, third-party services, or other utilities, failure of third-party software or hardware, or inability to obtain materials, supplies, hardware, software, used in the provision of Professional Services.

“Intellectual Property” shall mean all inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), concepts, techniques and all other subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret, or other laws, including without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, business methods, technical developments, artwork, software, programming, applets, scripts, and designs.

“Price Estimate” shall mean any estimate, quote, or price provided by the Company to the Client as part of a Statement of Work.

“Professional Services” shall mean the Website Accessibility Consulting and Remediation Services, Website Accessibility Monitoring and Maintenance Services, Website Design and Development Services, or other Services as defined and outlined in this Agreement and any applicable Statement(s) of Work.

“Site” shall mean the graphics, data, HTML code, and other content and code of the World Wide Web that was either (1) described in a related Statement of Work and delivered by Company OR (2) an existing website identified by Client as belonging to them.

“Statement of Work” shall mean any formal document provided by the Company to the Client that either separately or as part of a packet establish the scope and cost of Professional Services with a high level of detail. Emails, phone conversations, sales proposals, or other more informal documents are excluded from this definition.

“Training” shall mean the training with respect to Website Accessibility or Website Use and Maintenance, as more particularly described in a Statement of Work.

“Laws” shall mean all applicable local, state, federal and international laws and regulations related to accessibility.

“WCAG ” shall mean the Web Content Accessibility Guidelines developed by the World Wide Web Consortium.

Compliance With Laws

Not a Law Office. Client understands that Company is not a law office, Company’s employees are not attorneys, and Company does not practice law. Client should not use Company as their sole source of information related to compliance with Laws and should always retain their own legal counsel.

Compliance Standards. The Parties recognize that Laws governing web accessibility are numerous and the regulatory environment is changing rapidly. The Parties further agree that the accessibility of any Site or Deliverable will be measured against WCAG (Web Content Accessibility Guidelines). Due to the rapidly changing legal landscape, Company can not guarantee that conforming with WCAG equates to compliance with the Americans with Disabilities Act (ADA), Section 508, or any other applicable Laws. Not withstanding the foregoing and absent more concrete regulatory guidance in the future, Company believes that WCAG is the best accessibility standard for most organizations to adhere to.