Standard Terms and Conditions

By accepting the terms within your proposal and engaging Sanctuary Media Group, Inc. for a product, deliverable or any other service, you are agreeing to the terms and conditions detailed below. If you engage/compensate SMG for a product or service that does not require a proposal (Ex: hosting, email marketing, etc.) you are bound by the terms and conditions provided below. Services may include but are not limited to graphic design, web design, programming, hosting, online marketing, search engine optimization, pay-per-click (ppc) management, consulting, etc.

OWNERSHIP

All final deliverables and source files (art, logos, original graphics files, etc.) including HTML that’s developed within the scope of this proposal will be owned by the client and its assigned.

TERM AND TERMINATION

You may terminate this Agreement at any time and without cause by supplying written notification via letter or facsimile and ceasing to utilize the services provided to you by Sanctuary Media Group, Inc. Sanctuary shall not be obligated to refund any monies. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term(s) within this Agreement.

CONFIDENTIALITY

Sanctuary will use reasonable efforts to prevent the unauthorized disclosure of your confidential information and data. Sanctuary, however, will not be responsible for any matter beyond its reasonable control, including, without limitation, unauthorized electronic access of your confidential information or data. In the event that Sanctuary is served a subpoena or is otherwise legally compelled to provide access to your data, Sanctuary will provide you with notice of the same as soon as practical to enable you to take action you deem necessary to prevent any such access.

CONTROLLING LAW AND SEVERABILITY

This Agreement is governed by the laws of the United States and the State of Ohio, without reference to the conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. No provision of this Agreement shall be deemed waived unless such waiver shall be in writing and signed by Sanctuary or a duly authorized representative of Sanctuary. You may not assign the benefits of this Agreement to any other party. Customer agrees to personal jurisdiction by the state and federal courts sitting in the State of Ohio. If any provision of this Agreement, or portion thereof, is held to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

LIMITED WARRANTY

Sanctuary warrants deliverables to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery. Date of delivery is considered to be the completion date of the project as set forth in the project proposal.  You understand, however that there are certain risks inherent in the operation of computer software, hardware and the Internet. Sanctuary cannot and shall not be responsible for loss of data resulting from improper use of the Service, failure or improper use of your hardware, the internet or acts of God and other matters not under the control of Sanctuary as more fully described in Section 12 below.

NO OTHER WARRANTIES EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICES AND APPLICATIONS ARE PROVIDED “AS IS.” SANCTUARY MEDIA GROUP DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THIS LIMITATION MAY NOT APPLY TO YOU.

LIABILITY LIMITATION

IN NO EVENT, INCLUDING NEGLIGENCE, SHALL SANCTUARY MEDIA GROUP, AND ITS SUPPLIERS, BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) OR ANY OTHER DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SANCTUARY MEDIA GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE AND UNDERSTAND THAT IN NO EVENT SHALL SANCTUARY MEDIA GROUP’S TOTAL LIABILITY EXCEED THE PRICE OF THE SERVICES PAID FOR, EVEN IF SANCTUARY MEDIA GROUP SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

FORCE MAJEURE

Notwithstanding any warranty provided herein, Sanctuary shall not be liable for nonperformance, delay, errors, data loss or other loss caused by any event reasonably beyond Sanctuary’s control including, but not limited to acts of God, war, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

FORFEITURE OF RIGHT TO LITIGATE IN COURT OF LAW

Should there be a dispute at any point, both parties agree to work in good faith to resolve the conflict.  In the event that a resolution cannot be reached, all parties agree to be bound by the judgment of a 3rd party arbitrator from the American Arbitration Association. All parties agree to waive the right to litigation in any court of law and submit to the findings/judgments of the 3rd party arbitrator from the American Arbitration Association. If customer ignores this forfeiture of right to litigate this Agreement shall be construed and controlled by the laws of the State of Ohio. Further, the laws of the State of Ohio will govern any dispute arising from the terms of this agreement or a breach of this Agreement.

INDEMNIFICATION

Customer agrees to indemnify and hold Sanctuary harmless from any dispute which may arise from a breach of terms of this Agreement. Customer agrees to hold Sanctuary harmless from any claims and expenses, including reasonable attorney’s fees and court costs, related to Customer’s violation of this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the products and services provided to you by Sanctuary Media Group, Inc. and supersedes all prior or contemporaneous understandings regarding this subject matter. No amendment to or modification of this Agreement shall be effective unless in writing and signed by both parties.