Essare LLC Web Design, Hosting, and Data Management Terms and Conditions
Revised August 27, 2024

1. Introduction

Welcome to Essare LLC (“we”, “us”, “our”). These Terms and Conditions (“Terms”) govern your use of our web design and hosting services (the “Services”). By using our Services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1.1 Service Agreements

If you an active Service Agreement with Essare LLC, the terms of that Service Agreement, not these terms and conditions, govern our relationship.

2. Client Obligations

2.1 Accurate Information

You agree to provide accurate and complete information as required for the provision of our Services and to promptly update this information if there are any changes.

2.2 Compliance with Laws

You agree to use our Services in compliance with all applicable laws and regulations.

2.3 Content Responsibility

You are responsible for all content uploaded or posted on your website. You warrant that you have the necessary rights to use such content and that it does not violate any third-party rights or applicable laws.

3. Payment Terms

3.1 Fees

Fees for our Services are specified on your invoice. All fees are non-refundable unless otherwise stated.

3.2 Payment Schedule

Payments are due as as noted on the invoice. Late payments may result in suspension or termination of Services. Re-activation of suspended Services may require additional fees.

4. Intellectual Property

4.1 Ownership and License

All materials created by us, including but not limited to designs, graphics, and code, remain our intellectual property. Materials created specifically for you, as described in a statement of work or Service Agreement, are licensed to you on a temporary basis until full payment, as described in the statement of work or Service Agreement, has been made. In the absence of a statement of work or Service Agreement, materials created by us for you will transfer to you after twelve consecutive months of payments. Third-party materials and software which we may use as part of our Services are goverened by their respective license agreements, and are not included in the terms and conditions in this section.

4.2 Right to Use Created Materials for Marketing

We reserve the right to use any materials, including but not limited to designs, graphics, and code, created by us during the course of providing Services to you for our own marketing, promotional, and portfolio purposes. For materials created by us and transferred to you, you agree to grant us a license to use those materials for this purpose while we are providing Services to you.

4.3 Client-Provided Materials and Indemnification
You warrant that any materials, content, or intellectual property you provide to us for use in the Services (“Client Materials”) are owned by you or that you have obtained all necessary rights and permissions to use them in connection with our Services. You agree to indemnify, defend, and hold Essare LLC harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any alleged infringement of third-party intellectual property rights resulting from our use of Client Materials in providing the Services. This indemnification obligation shall survive the termination of our Services and these Terms.

5. Termination

5.1 By Client

You may terminate the Services at any time by providing us with written notice at least 30 days before the desired termination date. Termination will become effective on the date specified, or 30 days after the date notice is received by us, whichever is later.

5.2 By Us

We reserve the right to terminate or suspend your access to the Services if you breach these Terms or engage in conduct that we deem inappropriate, or for any other reason with 90 days notice.

6. Limitation of Liability

To the maximum extent permitted by law, we are not liable for any direct, indirect, incidental, special, or consequential damages resulting from your use of our Services, even if we have been advised of the possibility of such damages. This includes, but is not limited to, loss of profits, loss of business, or any other financial loss. In any event, our total liability to you for any claims arising out of or related to our Services shall not exceed the total fees paid by you to us for the Services.

7. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, liabilities, and expenses arising from your use of our Services or violation of these Terms.

8. Modifications

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services after any changes constitutes your acceptance of the new Terms.

9. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, storm, earthquake, or any other event that is beyond the reasonable control of the party. If a force majeure event occurs, the party affected shall be entitled to a reasonable extension of time for performing their obligations. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

10. Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Such unenforceable or invalid provision shall be deleted without affecting the remaining provisions herein, and the remainder of the Terms will continue to be valid and enforceable to the fullest extent permitted by law. In such cases, the parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that most closely reflects the original intent of the unenforceable or invalid provision.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the state of Minnesota, without regard to its conflict of law principles.

12. Contact Information

If you have any questions about these Terms, please contact us at:

Essare LLC
support@essare.net
763-280-3113