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We may collect information directly from you, automatically through your use of our Site, and from third parties. We may combine all of information we collect about you from these various sources.
- Information we collect directly from you. Depending on how you use our Site, you may provide us with certain information that can identify you as an individual, such as your name, email address, phone number, credit or debit card information and shipping or billing address (collectively, “Personal Information”). We will also collect any other information that you choose to provide to us through our Site (e.g., contents of messages you send to us through our Site).
- Content that you provide. You may upload comments, reviews, graphics, photos or other materials to the Site (“Content”). If you post Content on our Site, the Content (e.g., t-shirt designs or photos submitted as part of a contest), as well as other information (e.g., user name or profile picture), may be available to all visitors to our Site, and we cannot prevent such Content or information from being used in a manner that may violate this Policy, our User Agreement, the law, or your personal privacy.
- Information we collect about you from third parties. We may collect information about you from third parties. For example, we may collect demographics information from public sources and from third-party data and analytics companies. In addition, we may collect information about you from other Custom Ink users (e.g., if one user ships a package to another user).
- Information we collect automatically through your use of our Site. We may automatically collect information about your use of our Site and your orders, including but not limited to your Internet protocol (“IP”) address; the type of web browser you are using; the website that led you to our Site; the website you visit after leaving our Site; the pages you view on our Site; the dates and times you access our Site; and information about any orders you place, such as your order identification number, items ordered and the cost of your order.
Client hereby agrees to engage and pay Shapeshift Advertising for the services to be provided as set forth in the Digital Marketing Proposal (“Services”) which is attached hereto and is incorporated herein by this reference. All payment shall be due and payable within 10 days of the date of Shapeshift Advertising’s invoice. Past due payments shall bear interest at the rate of 1.5% per month from the due date. No other fees and/or expenses will be paid to Shapeshift Advertising, unless such fees and/or expenses have been approved in advance by the appropriate Client executive in writing. Shapeshift Advertising shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Shapeshift Advertising has the right of control over the method of payment for services. Shapeshift Advertising is an independent contractor with respect to the Client, and not an employee of the Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Shapeshift Advertising.
Upon final payment of the Services, ownership of the completed assembled website and digital media, including website design, graphics, text, access to the site, shall be transferred to Client. Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.
Client acknowledges and agrees that Shapeshift Advertising has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Shapeshift Advertising provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Shapeshift Advertising has made no representations or guarantees that any Services provided by Shapeshift Advertising will improve Client’s ranking or placement on any internet search engine.
Client acknowledges that Shapeshift Advertising’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client, as well as required account access such as Facebook, Instagram, YouTube, etc. Client agrees to provide Shapeshift Advertising with all Content needed to complete the Services within thirty (30) days of any request from Shapeshift Advertising. Any delay by Client will affect the completion of the Services. In the event that Client does not timely provide Shapeshift Advertising with the requested Content, Client agrees that Shapeshift Advertising may use filler content of Shapeshift Advertising’s choosing to complete the Services. In the event of any such delay by Client, Client agrees to be responsible for Shapeshift Advertising’s fees and any additional costs incurred for any additional work required to be done by Shapeshift Advertising. All additional work necessitated by Client’s delay shall be billed at the rate of $130 per hour. Client acknowledges that Shapeshift Advertising is not responsible and agrees to hold Shapeshift Advertising harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.
Client agrees to meet with Shapeshift Advertising as required by Shapeshift Advertising until the project is completed. Milestone approvals and sign-offs must be responded to within dates specified by Shapeshift Advertising. A nonresponse by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.
IntheeventClientwishestomake changes to any work by Shapeshift Advertising that has already been approved and accepted by Client including, but not limited to, design, graphics, text, layout of a site, SEO or campaign strategy, or, if in the opinion of Shapeshift Advertising, any item of work requested by Client is not within the scope of Digital Marketing Proposal, Clients agrees to pay Shapeshift Advertising at the hourly rate of $130 per hour in addition to any costs incurred by Shapeshift Advertising.
Client understands and acknowledges that from time to time, that State, Federal, and local laws and regulations may change, to include taxes, assessments, tariffs and levies which pertain to internet electric commerce. Client agrees that Client is solely responsible for compliance with any and all laws and regulations and is responsible for all taxes, assessments, tariffs, and levies.
Certain conditions beyond the control of Shapeshift Advertising may affect Shapeshift Advertising’s ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Shapeshift Advertising. Shapeshift Advertising shall not be liable for and Client agrees to hold Shapeshift Advertising harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
Either Shapeshift Advertising or Client may cancel this Agreement by providing written Notice of the intent to do so. In terms of Client’s cancellation, the notice of cancellation must specifically instruct Shapeshift Advertising to cease all further work. Client will be liable for all work performed up to the date that the notice of cancellation is sent by or received by Shapeshift Advertising. Any work which has not been previously billed by Shapeshift Advertising shall be billed at the hourly rate of $130 dollars per hour. Any such work together with work that has been previously been billed, and not as yet paid, shall be deducted from any outstanding deposits given by Client. In the event Client elects to cancel this Agreement after Shapeshift Advertising has commenced work on the project, any deposits made by Client shall be deemed to be non-refundable
upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Shapeshift Advertising nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials. Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify and hold Shapeshift Advertising, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Shapeshift Advertising’s gross negligence or intentional misconduct.
Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Shapeshift Advertising nor any independent contractor who provides service for Shapeshift Advertising for the same or similar services provided by Shapeshift Advertising.
Client agrees that Client shall test the functionality of any website created by Shapeshift Advertising to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes. If Client discovers that any website is not functioning properly, Client shall immediately notify Shapeshift Advertising in writing. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Shapeshift Advertising harmless from any and all damages of any kind suffered by Client.
In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney’s fees and taxable costs. Client shall protect, defend, indemnify and hold Shapeshift Advertising harmless from and against all losses, costs, liabilities, claims, damages, and expenses of every kind and character, including, but not limited to attorney’s fees, as incurred, resulting from or relating to or arising out of (I) the inaccuracy, non-fulfillment, omission or breach of any representation made by Client (II) any legal action, including any counter-claim or third party claim arising out of the breach of any representation, warranty, covenant, or agreement made by Client; (III) any actions
or omissions of Client or any of Client’s employee(s) or Client’s agent(s). These indemnity obligations shall be in addition to any obligation the client may otherwise have. In the event Shapeshift Advertising is required to defend any action or proceeding with respect to this Agreement to which action Shapeshift Advertising is made a party, Shapeshift Advertising shall also be entitled to appear, defend, or otherwise take part in the matter involved, at its election, by counsel of its own choosing, and to the extent Shapeshift Advertising is indemnified, Client shall bear costs of Shapeshift Advertising’s defense, including attorney’s fees.
