Terms and Conditions

These Terms and Conditions constitute a binding and enforceable legal contract between Carina Media, LLC (hereinafter referred to as: “the Company”, “we”, “our”, or “us”), and the company/individual agreeing to these terms and conditions (hereinafter referred to as: “the Client”, “your”, or “you”) effective on the date the Agreement is signed, the Client checks the “I agree to the terms and conditions” checkbox online, or the invoice is paid in relation to the use of any Carina Media, LLC services. This Agreement will continue for the period agreed upon or until the Agreement is terminated in compliance with clause 25. Upon completion of the agreed period, services will expire unless the Client renews. The Client acknowledges and agrees that the Contract supersedes any prior agreement, understanding or arrangement between both parties, whether made orally or in writing, and constitutes the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory, or otherwise) are hereby excluded to the fullest extent permitted by law.

You are encouraged to periodically review these Terms and Conditions to stay informed of updates. You will be deemed to have been made aware of, will be subject to, and will be deemed to have accepted the changes in any revised Terms and Conditions by your continued use of our services after the date such revised Terms and Conditions is posted.

Updating Our Terms and Conditions

Last Updated January 3, 2022
 

These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

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These Terms may be updated 1) to reflect changes in our services or how we operate our business – for example, when we add or remove services, features, technologies, revise pricing, or benefits, or 2) for legal, regulatory, or security reasons.

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If we change these Terms or the Order, we will provide you with a notice about the update with the date the changes will go into effect. If you do not agree to the new Terms, you should stop using our services in compliance with the termination agreement in clause 25.

Please read these Terms and Conditions carefully as it will help you understand how Carina Media operates and the obligations of both parties, the Company and the Client.

1.1 In these Terms and Conditions, the following definitions apply unless otherwise stated:

‘Business Day’ means a day (other than a Saturday, Sunday, or public holiday) when banks in the United States of America are open for business.

'Contract' means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.

'Force Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of office or machinery, fire, flood, storm or default of suppliers or subcontractors.

‘Company’ means Carina Media, LLC a company incorporated in the United States of America registered in the state of North Carolina.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Quote’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Client.

‘Order’ means the order placed by the Client through signing the Company’s Quote and/or paying the deposit.

‘Services’ means the services the Company will provide to the Client as specified in the Order.

‘Specification’ means the description or specification of the Services in the Order.

‘Terms’ means these terms and conditions as updated from time to time by the Company.

‘Subcontractors’ means a company or individual the Company hires to assist with the completion of the Services.

‘Third-Party’ means a company or entity the Company uses to offer the Services.

1.2 Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words, which denote a particular gender, they shall be also read to include all genders and vice versa.

1.3 The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Terms. You shall ensure that the terms of the Order and any relevant specifications are complete and accurate.

2.2 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, or when we have started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.

2.3 The Contract constitutes the entire agreement between us to provide the Services to you and for you to purchase those Services, in accordance with these Terms.

2.4 You acknowledge that it has not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by us, and any descriptions or illustrations contained in our catalogs or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between us and you for the supply of Services.

2.5 A Quote for the supply of Services given by us shall not constitute an offer. A Quote shall only be valid for a period of thirty (30) Days from its date of issue.

3.1 Unless otherwise stated in the Order, you shall timely supply all artwork, images, type, copy, film, and other materials required for the services. All materials must be submitted in the required format; if we are required to convert to the proper format, you will be charged for the conversion. You represent and warrant to us that: (a) you have all required copyrights, licenses, and permissions to use the materials supplied by you; and (b) the materials supplied by you do not contain any matters that are illegal, libelous, slanderous, or scandalous, or which threaten any person’s right to privacy. You agree to indemnify, defend, and hold us harmless and our employees from any and all third-party claims, whether for copyright infringement, invasion of privacy, or otherwise, arising out of such materials.

4.1 The completed website will be included on our design portfolio. For advertising purposes, your website may be featured, a short bio and link may be given about your company and used in our marketing; this may happen at various times.

4.2 We are listed as the site creator on the copyright in the footer with a link to our website.

4.3 If requesting changes to the website’s design, structure, or features, your will be charged an additional fee. If you need us to take photos, the fee is based on mileage and time, the amount of photos is also taken into consideration.

4.4 All websites designed by us are also maintained by us, see clause 6.2 for more information. If you wish to maintain the website, the website will be transferred to you in accordance with clause 25.5.

4.5 We provide a one (1) month complimentary post-project support for website design, from the date the website goes live. In the unlikely event that bugs, defects, or issues are detected on your website, within reason, these will be resolved during the one (1) month complimentary post-project duration. Anything after this time will be charged to you separately.

4.6 We are not responsible for legal requirements or policies for your business or industry. It is your responsibility to research and implement any legal requirements or necessary policies needed for your business to be compliant with any legal or online requirements. This includes but is not limited to privacy policies, website terms of use, and/or terms and conditions, medical notices, DNT requests, and cookie notices.

4.7 Website Design is a non-recurring fee based on design, functionality, features, and coding. If requesting a design edit or change in design, this includes but is not limited to additions, revisions, or removals involving SEO, branding, site structure, and/or additional features, this will be charged as website design NOT website maintenance. Please view the maintenance chart as a reference point/guideline for the maintenance plans.

Maintenance Plans: all recurring plans come with Backups, Security, Basic Support (content errors, user access issues, system going offline, web hosting issues)

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Use the chart below as a guideline. The information below is not to be used as a promise, exact services included, or obligation on behalf of us, it is to give you a general understanding but can be modified by us based on your needs and/or use.

​Terminology:

• Basic Support = does not include adding content or information

• Monitoring = checking performance, availability, and functions of the site

• Adding Content = adding new content to the site or revising existing content/information (blog posts, verbiage, images, events, documents, graphics, etc.)

• Request(s) = asking us to revise site content/information, add items and/or sending us files/information/content to upload to the site [you can send multiple items in one request such as adding bulk items in a shared file (i.e. Google Drive, Dropbox, sending via WeTransfer or PCloud, etc.) an email or text us to upload the new content to the site]. Some exclusions exist, for example if the content or information is complex, coding is involved, and or an excessive amount is uploaded/sent.

• Code Support = fixing errors, updating existing code

• As Needed = we do not make changes to your site or fix issues unless requested

Limited: A piece of mind that your website is secure & maintained

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Basic: Updating existing content, checking form databases

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Content: Basic + Adding content – 1 request per month

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Advanced: Basic + Adding content – 3 requests per month & monitoring

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Custom/Complex: Advanced + Adding content – 4 requests per month & advanced support

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Basic Ecommerce: Basic code support & checking form databases

Advanced Ecommerce: Basic Ecommerce + Adding content – 1 request per month

Pro Ecommerce: Basic Ecommerce + Adding content – 3 requests per month & monitoring

Custom/Complex Ecommerce: Pro Ecommerce + Adding content – 4 requests per month & advanced support

As Needed: Does not include monitoring or monthly support

As-Needed Basic Content: Adding content – up to 2 blog posts, 10 images, or 2 documents; editing existing verbiage

As-Needed Advanced Content: Adding content – up to 3 blog posts, 20 images, 1 event, or 4 documents; editing existing verbiage

As-Needed Pro Content: Adding content – up to 5 blog posts, 40 images, 3 events, or 5 documents; editing existing verbiage

5.1 The website hosting and domain are available in the following billing cycles: Yearly; two (2) Year; three (3) Year

5.2 If a free domain offer or discount are part of the Order, it is only applicable for a certain amount of time, up to two (2) months from the hosting being purchased. If the domain is not connected or transferred during the stated time period, the domain offer or discount is void and you shall be charged the full domain fee.

5.3 If you request the website to be transferred, the website hosting and domain, if applicable, will be transferred as well. Transfer requests must be in writing either via email or mail with a written explanation of the requested transfer, and the desired start date. The transfer process will start upon the agreed date and may take, but is not limited to, ten (10) Business Days to complete. We shall not be held liable for longer transfers due to Internet issues, bugs, third-party delays, or fault of the Client. Any information connected to us including but not limited to any code, API codes, account logins, payment information, etc. must be switched to your information before the transfer process begins. Any custom forms created by us will be changed to general forms and the email notification coding will be removed.

5.4 If the domain expires or renewal is not paid in a timely manner and you request us to reclaim the domain, a reinstatement fee will be incurred. If we run into issues or further steps are needed, there will be an additional fee. We are not responsible for domains that are unclaimable, already taken, or have expired beyond the grace period. We reserve the right to deny a reinstatement request at any time.

6.1 Website maintenance fees are subject to your website design, functionality, level of coding, and customization.

6.2 All basic websites will automatically start with a monthly maintenance fee unless you request to pay as needed or terminate the maintenance. All Ecommerce or complex websites with advanced code or code that needs to be monitored will automatically be charged a monthly maintenance fee (strongly recommended). We shall not be liable for any website issues, bugs, format, or technical problems if you opt-out of website maintenance.

6.3 If you request to pay on an as-needed basis, the fee is based on time and/or the type and amount of request(s) with a minimum price based on the current price list. Website monitoring is not included and updates to features and support will only happen upon your request. See the website maintenance chart in clause 4.7 for details.

Google Business Profile

7.1 We are not held responsible for negative customer reviews or messages on your website, social media accounts, or online listings. All negative customer review responses by us must be approved by you before being published. Negative customer reviews include but is not limited to three (3) stars or below based on a one (1) – five (5) rating system with 5 being the best.

7.2 If you overlap our services by editing our responses to reviews, responding to reviews before us, changing information on the listing, or uploading duplicate posts, we reserve the right to stop the overlapping service and continue the service fee.

7.3 If we are the “primary owner” of your Google Business account, a monthly maintenance/service fee will be charged to you regardless of work performed.

Plans: all Starter, Basic, Advanced, & Pro plans come with Maintenance & Responding to Reviews

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Use the chart below as a guideline. The information below is not to be used as a promise, exact services included, or obligation on behalf of us, it is to give you a general understanding but can be modified by us based on your needs and/or use.

*Standard Plan: client-provided content or we retrieve from your Facebook/Social Media. Custom Plan: custom created graphics

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Maintenance Only: Monitoring and Managing

Maintenance and Reviews: Maintaining and Revising company info & responding to all reviews

Starter: ​Up to 2 posts per month (choose from the standard or custom plan)*

​Basic: Up to 10 posts per month (choose from the standard or custom plan)*

Advanced: Up to 15 posts per month (choose from the standard or custom plan)*

​Pro: Up to 25 posts per month (choose from the standard or custom plan)*

8.1 Content and information for social media posts shall be sent by you to us no later than five (5) Business Days prior to needing it posted. If we are creating bulk content, you shall send the content and information a month prior to needing it posted. If the content or information is not received in a timely manner, we shall not be held liable for the delay or failure to post.

8.2 Sending bulk information and/or content is strongly preferred to adequately design and schedule quality posts consistently. It is your responsibility to provide the required information and content in a timely manner and in the appropriate format.

8.3 If you cancel a Digital Marketing service, includes Social Media Marketing and Email Marketing, in the appropriate manner as described in clause 25.2, any scheduled posts or email campaigns seven (7) Days after the cancellation date will be terminated.

9.1 We shall email you the approved final design in the applicable formats including but not limited to PNG, JPEG/JPG, and PDF.

10.1 An introductory consultation/discovery call is complimentary and lasts up to one (1) hour. If time goes over, we reserve the right to charge you for the additional time.

10.2 If you need to reschedule, you must notify us within twenty-four (24) hours before the appointment. If you need to cancel, you must notify us within forty-eight (48) hours before the appointment. If rescheduling or canceling, you will be charged the amount due from work done prior to the reschedule or cancellation.

11.1 Any service(s) performed not mentioned specifically in these Terms and Conditions will be held to these same Terms and Conditions and the payment and timeline details will be listed on the Order. If the details are not listed, the service(s) will be based on general payment and timeline guidelines.

12.1 We are not a technology or engineering company, therefore any data, battery, equipment, electrical, WIFI, technology settings, or functionality are not our responsibility or knowledge. We shall not be held liable for technical errors, bugs, or issues. It is up to you to use the appropriate technological equipment. If you need tech support or assistance, we may recommend a provider of that service(s) but are not required to assist or give recommendations. If we choose to assist you with basic technology, device settings, or online issue, you will be charged a support fee based on time with a minimum fee based on the current price list.

12.2 If we are meeting you at your location, you will be charged a travel fee based on mileage.

12.3 If you need additional meetings in person at your location and the time limit goes beyond 1 hour, you will be charged additional fees based on time.

12.4 If additional training above and beyond the training given as part of the Order, we shall provide a Quote with the estimated fee.

13.1 You are allowed two (2) rounds of revisions for minor changes to the content, images, or other basic content features on the Order. Beyond the two (2) rounds of revisions for minor changes, you will be charged. This includes but is not limited to minor revisions that prolong the timeline as noted in clause 14, or revisions that impact the structure, design, and/or development of the service. You will be notified of the additional fee and approval must be received in writing before we proceed with the revisions.

14.1 The timeline proposed for your project is based on information, dates, and content you provide us, the ability for us to provide adequate resources for the Order, and our office hours.

14.2 Timelines vary upon level of complexity, features, issues that may arise, your timeliness, requests, and unforeseen circumstances. Average timelines for each service are below and should be used as a guideline:

Website Design: 1 month

Ecommerce/Complex Website Design: 2 months

Website Maintenance: 2 days

Google Business Profile – Set-Up: 1 week

Google Business Profile – Maintenance: 2 days

Responding to Customer Reviews: 24 hours

Digital Marketing: 1 week

Branding/Graphic Design: 1 week

Proofreading/Editing: 1 week

Introductory Consultation/Discovery Call: 1 hour

Consulting: 1 hour

14.3 If you change any of the following, there will be a charge based on the extra time required for our time and resources. You will be notified about the additional estimated fees and shall approve, in writing, the additional changes before we perform any further work on the Order or service:

• The start date of the Order or service(s);

• The launch date for the Order or service(s);

• The overall design, adding features, coding, or content of the Order or service(s).

15.1 We shall perform tests on certain services to ensure everything is working properly and functioning as requested before the Order or service launches or goes live. This includes but is not limited to:

a) Browser testing;

b) Device testing: desktop, laptop, and mobile;

c) Code performance;

d) Website forms testing;

e) Ecommerce performance;

f) Basic SEO setup

16.1 We warrant that we will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the specifications. 

16.2 We shall use all reasonable endeavors to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. We shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or your failure to provide us with adequate delivery instructions or any other instructions relevant to the supply of the Services.

16.3 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or industry changes.

16.4 We shall be entitled to use Subcontractors for the provision of the Services provided always that we shall remain liable to you for the performance of the Services as if we had carried them out ourselves.

17.1 You shall provide assistance and technical information to us, as reasonably required by us in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. You shall have sole responsibility for ensuring the accuracy of all information provided to us and warrants and undertakes to us that your employees assisting in the execution of an Order have the necessary skills and authority.

17.2 You shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by us. In addition, you shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by us.

17.3 You have full and final responsibility for proof approval. By approving the proof for the subject piece on an Order, you accept and approve the format, layout, color, copy, type, spelling, text, and content of the piece, and accept responsibility for any errors or omissions therein. You will not hold us responsible or liable for any costs, expenses, or other damages resulting from errors or omissions contained in the approved proof, or from your failure to timely approve any proofs.

17.4 You shall be obliged to inform us immediately of changes of domain names, websites, technical setup, and any other material information which may affect the Services delivered by us.

17.5 In the event that you fail to undertake those acts or provide those materials required under clause 3 and this clause 17 within any agreed deadline (and at least within 15 Business Days of the date requested by us) we shall be entitled to invoice for the Services that it has supplied, and the remaining Services specified in the Order whether or not we have been able to deliver them.

17.6 You shall indemnify and keep us indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by us in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of your advertising or web pages which result in claims or proceedings against us for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.

17.7 You undertake to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, and hereby agrees to indemnify and to keep us indemnified in respect of any and all costs, claims or proceedings whatsoever brought against us by any third-party in connection with any breach of the same by you.

17.8 As standard across the Services and unless otherwise notified, you shall be exclusively responsible for implementing the optimization changes recommended by us.  As notified by us, in certain cases for amendments to existing optimizations, you shall allow us use of the site’s FTP or content management system’s username and password in order to gain access to add in keywords or account username and passwords to access email, social media, or an account that is needed to modify in order to complete the Order or Services.

17.9 We require that prior notice be given for any alterations relating to your website(s) that may affect the services supplied by us. If alterations are made by you or a third party to your site(s) search engine placements may be affected and we cannot be held responsible.

17.10 We advise that regular, fresh content be added to the site, which will help to improve the stability of rankings within search engines, and you understand that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services and performance.

18.1 Unless otherwise expressly stated, all prices shall be in U.S. Dollars. In the event that duties are introduced or changed after the conclusion of an Order, we shall be entitled to adjust the agreed prices accordingly. We reserve the right to change our fees at any time, upon notice to you if such change may affect your existing services. Price changes to monthly services will be implemented on the following month’s invoice. Prices are subject to change based on time, features requested, and changes to the service. Invoices will be based on prices in effect at the time the service is requested.

18.2 If you received a discount or other promotional offer, we have the right to automatically and without notice renew the service(s) at the full applicable fee, unless the service is canceled in writing prior to the renewal date.

18.3 Any additional services requested by you and not covered in the Quote or Invoice will incur additional charges. By agreeing to the Terms and the Order, you agree to pay us any additional fees for any services requested that are started or completed.

18.4 Changes in the specifications, schedule, timeline, or other aspects of the Services that are requested or approved by you do not become legally binding upon us unless accepted by us in writing. Any such changes may result in additional or increased charges, and you agree to pay such increased charges.

18.5 You acknowledge that certain Services may involve the licensing of third-party Intellectual Property Rights and that you may be required to enter into a license directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third-party owners and licensors.

18.6 The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the actual number of hours spent in accordance with the price set out in the Order or Quote and in the event that the price is not so stipulated, you shall be charged at the hourly rate specified in our then current price list. We shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.

18.7 Whilst every effort is made to ensure that costing estimates are accurate, we reserve the right to amend any estimate, should an error or omission have been made.

19.1 We shall invoice you before payment is due, or upon the timeframe stated on the Quote or Invoice for service(s) chosen, either in advance or following Services completed. Before we begin any work, you are required to pay a non-refundable deposit. It will be deducted from your invoice when the work detailed in an Order has been completed. Full payment is due even if the service(s) has not been completed if we are waiting on you in order to complete the service.

19.2 If you do not pay an invoice when it is due the service(s) will stop immediately until full payment is received.

19.3 Acceptable forms of payment include:

• Cash, if paying In-Person

• Check, if a resident of the United States of America (By Mail or In-Person)

• Credit/Debit Card

19.4 A 50% deposit must be paid before work begins, unless otherwise stated. Payment is due upon receipt. You shall pay the invoice submitted by us within the timeframe listed below and in cleared funds in accordance with clause 19.7 below. The invoice number shall be stated on all payments.

Website Design: before the website goes live

Website Hosting & Domain: 1 month in advance from renewal date

Website Maintenance: before the 1st of each month

Google Business Profile: before the 1st of each month

Digital Marketing (Social Media & Email Marketing): before the 1st of each month

Brand Design/Graphic Design: before final design is handed over/launched

Proofreading/Editing: before materials are handed over

Consulting: at appointment (checks received prior to appointment)

19.5 A convenience fee is added to the total of an Order if you pay online or with a Credit/Debit Card.

19.6 If a Check is returned/bounced, you will be charged a return check fee. If the check is returned/bounced a second time, you must pay the amount due plus the return check fees via another form of payment. See clause 19.3 for payment options.

19.7 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

19.8 NO REFUNDS GIVEN FOR SERVICES STARTED OR COMPLETED

19.9 We reserve the right to deny a late payment extension. We expressly reserve all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.

19.10 Late payment shall be considered as constituting a material breach of the Contract entitling us (at our discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.

19.11 A reinstatement fee will be billed to you if:

1. You have not paid in full an invoice within five (5) business days of the due date or

2. You request to renew a service after the invoice due date;

3. You terminate our services and want to rehire us;

4. You are terminated by us and are later reinstated.

19.12 In the event that the Services cannot be delivered either in full or in part due to your failure to assist or delay in assisting in the execution of the Order, we shall be entitled to charge to you an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order, we shall be entitled to payment on the basis of our price list applicable from time to time for any additional work required because of your failure to assist or delay in assisting.

19.13 If you subsequently require us to complete the work within a shorter time frame than specified in the Order, we reserve the right to charge additional monies to prioritize such projects ahead of pre-planned work.

19.14 If you request after-hours work and the service is performed after-hours by us, you will be charged an after-hours rate based on the current price list. We are not obligated to work or respond to you after-hours or on days outside of a Business Day.

20.1 In the event that you prove that the Services are delayed or not in accordance with the Contract, we shall be obliged to remedy or redeliver, at our own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, you shall be entitled to cancel the Order in accordance with clause 25.3 a), provided that the breach is material.

20.2 Complaints concerning delays or breach of Contract shall be submitted immediately after the time when you became or should have become aware of the matter. If you fail to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to our attention within 48 hours, you shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

20.3 You hereby acknowledge that certain Services rely upon goods and/or services being provided by third parties (‘Third-Party Services’). You acknowledge that the Third-Party Services will be governed by that third parties’ terms and conditions and that we cannot provide any warranties in respect of the Third-Party’s Services and will not be liable to you for any delays and/or failings in respect of the same. Providers of Third-Party Services may provide their own warranties to you, and you must satisfy yourself whether or not such warranties (where given) are acceptable for your business purposes or risk management policies. 

20.4 We are only responsible in respect of the Third-Party Services is to take reasonable care and skill when selecting the providers of the same.

20.5 Your exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 20 and, if the remedies set out in these Terms have been exhausted, your final remedy is limited to cancellation of the Contract and our sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 22 below.

21.1 Except as expressly stated in this clause 21, we shall have no liability to you for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against you by any third-party.

21.2 Without prejudice to the generality of clause 21.1 above, we shall have no liability for any losses or damages which may be suffered by you whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

• Any indirect or consequential loss arising under or in relation to the Contract even though we were aware of the circumstances in which such loss could arise and has informed you;

• Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

• Loss of data; and

• Fraudulent clicks on any of your accounts managed by us.

21.3 To the extent such liability is not excluded by sub-clauses 21.1, 21.2, and clause 22 below, our total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed 50% of the sum invoiced for the Services.

21.4 We are not responsible for any negative feedback regarding your product or service.

21.5 Any information provided by us is not legal advice with respect to any laws or requirements applicable to your business or service and you shall not rely upon it as such. We strongly recommend that you seek professional legal advice to understand and to prepare for possible requirements for your business.

22.1 We shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. We shall use our reasonable efforts to assist in remedial efforts if so, requested by you. Any work connected with remedial efforts as described above shall be charged to you separately in accordance with these Terms or (at our discretion) our price list applicable from time to time.

22.2 We shall not be liable for any changes made without notice by you or a third-party employed by you to domain names, websites, links, technical setup, etc. and affecting the Services delivered by us. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to you in accordance with these Terms or on the basis of our price list applicable from time to time at our discretion.

22.3 We shall use all reasonable endeavors to deliver Services relating to search engine optimization, links, advertisements, banners, pay per click and Google analytics in accordance with the guidelines applicable to the relevant search engines. However, we shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond our control and reserve the right to make changes to Services as a result of the same. In addition, we shall not be liable for other changes or discontinuation of search engines.

22.4 We shall not be liable for Services relating to search engine optimization, link building, advertisements, banners, or sponsorships leading to a minimum number of views, position, or frequency in searches on relevant words or otherwise. In addition, we shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases, or the like.

22. 5We shall not be responsible for URLs dropped or excluded by a search engine for any reason.

22.6 If you do not implement some or all of our recommendations, we shall not bear any liability for any lack of success experienced by you relating to the Services.

23.1 It is your responsibility to ensure that you have the right to use any Intellectual Property Rights when they provide any text, image, or representation (“Materials”) to us for incorporation into the Services and you hereby grant or agree to procure the grant of (as applicable) an irrevocable license to us to use such Materials for the purposes of providing the Services for the duration of the Contract.

23.2 You shall be responsible for ensuring that the contents of Materials that you have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. We shall be entitled to reject and delete such material without incurring any liability. In addition, we shall be entitled to cancel the Order. 

23.3 You shall indemnify us against all damages, losses, and expenses suffered or incurred by us as a result of the Materials which you have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third-party.

23.4 The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

23.5 Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting, or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be our property or the relevant third-party from whom we have acquired a right of use with a view to executing the Order. You agree to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in us.

23.6 The Intellectual Property Rights as mentioned in clause 23.2 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by you without a separate, express written agreement.

23.7 If we make software, scripts, ASP services, etc. available to you as part of the execution of an Order, you shall only acquire a non-exclusive personal nontransferable license to use such material until the Services under this agreement cease.

23.8 You hereby irrevocably license us to use and display your name, figure, logo, etc. as a reference on our website, other marketing materials, or types of media whilst you are our client and for eighteen (18) months after the Contract terminates. You agree to send us your most recent logo or figure as and when it is amended from time to time.

23.9 Website designs and graphic designs that are created us are subject to copyright and may only be used with written permission from us.

24.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents, or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents, or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

24.2 During the term of the Contract and for a period ending five (5) years from the date of its conclusion, we shall take the same care as we use with our own confidential information, to avoid, without your consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of your business or operational information which you have designated as confidential.

24.3 The obligation in clause 24.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into our possession without an accompanying obligation of confidence, is independently developed by us, or which we are required to disclose by law.

24.4 During the term of the Contract and for a period ending five (5) years from termination thereof, you will not disclose to any persons within its organization that do not have a need to know, or to any third-party, any information and non-Client materials provided by us concerning the method or approach we use in providing the Services.

24.5 Each party agrees to comply with its respective obligations under the Data Protection Act of 2020.

24.6 You shall be obliged to indemnify us for any loss, including costs incidental to legal proceedings, suffered by us as a result of the processing of personal data which you have contributed being in contravention of the Data Protection Act of 2020 or marketing law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

Term, Termination, Transfers, and Assignment

25.1 The Contract shall renew automatically for a further term of one year at the end of each year unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current year by giving the other party at least 20 days written notice to expire at the end of that Contract term.

25.2 To Cancel a service(s), you shall send an email or written letter with the service(s) you are canceling, the desired cancellation date, and a brief explanation for the cancellation. We will terminate the contract and stop the service(s) in question on the agreed-upon cancellation date. If no cancellation date is given for Digital Marketing, Website Hosting, Website Domain, or non-scheduled services, we will terminate the service(s) immediately unless otherwise stated.

25.3 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

• commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

• becomes or is insolvent or is unable to pay its debts or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.

25.4 We have the right to terminate an agreement/contract without a refund:

• If payment is late five (5) business days from the due date;

• If payment is late two (2) times within a year;

• For any reason with twenty (20) days advance notice effective as of the expiration of the notice period

25.5 Upon termination, for any reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay. If relevant, in the case you restrict our access, you shall be obliged to remove codes connected to us, information connected to us, etc., from websites without undue delay. If you fail to do so, we shall be entitled to invoice you in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of our right to terminate the Contract. If payment is not received within the specified timeframe, we reserve the right to disconnect any information linked to us that is connected to your website.

25.6 Upon termination, for reasons apart from late payment or unpaid sums, we shall transfer the website (see clause 25.7 for details and exclusions), domain, social media account(s), or other material listed in the Order to you if you request the transfer and we reserve the right to charge a transfer of materials fee. Any payment, company information, coding, or other information that is connected to us will be switched to your information before transferring the materials. If you do not provide the required information in a reasonable timeframe, not exceeding one (1) month from termination, we are not liable for the material, the material will be unpublished, and we reserve the right to delete it after one (1) year or up to thirty (30) days before the next payment is due, whichever comes first. If you do not request a transfer, the website remains our property and we reserve the right to permanently delete the site after one (1) year.

25.7 The website (design and hosting) will only be transferred if you have an account with the same hosting site we used to create the website. If you do not have an account with the same hosting site we used to create the website, the website will remain our property. Currently, website files are not available for downloading and sending.

25.8 Domain transfers are only available up to thirty (30) days from expiration (known as the ‘Grace Period’). After the Grace Period, the domain enters a 30-day Redemption Period and is no longer possible to be transferred. Certain domains are excluded from the Grace and Redemption Periods including but not limited to domains ending in .com.br, .de, .fr, .me, .mx.

25.9 If you request to repurchase a domain that was previously terminated/not renewed, within sixty (60) days from expiration, there will be a redemption penalty to reclaim it and there is no guarantee it can be reclaimed. After the Redemption Period ends, the domain becomes unable to be renewed (you do not have claims to it, and it can be purchased by anyone). It will then either be publicly available to be purchased or is privately auctioned.

25.10 You shall not be permitted to assign or transfer all or any part of your rights or obligations under the Contract and these Terms without our prior written consent.

25.11 We shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

26.1 Neither party shall be held liable for a Force Majeure Event.

26.2 If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

26.3 Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.

27.1 We reserve the right to modify or discontinue, temporarily or permanently, the Services with or without notice to you and we shall not be liable to you or any third-party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

27.2 We shall be free to provide our Services to third parties whether during or following the provision of the Services to you.

27.3 During the term of the Contract and for a period of twelve (12) months thereafter, you agree not to employ or engage or offer to employ or engage anyone designated by us to work on the Services unless approved in writing by the president/owner of the Company.

27.4 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

27.5 If any term of these Terms is found illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

27.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.

27.7 All notices must be in writing to Carina Media, LLC, PO BOX 483, Madison, NC 27025, or such address as is advised by us, or emailed to marketing@carinamedia.com.

27.8 You authorize us to list you as a client on our website and on any other internal and/or external promotional materials and communications.

28.1 Disputes shall be resolved as follows:

• A negotiated outcome: the Company and the Client agree to come together and negotiate an outcome that is suitable for both parties.

• A mediated outcome: both parties use the services of an independent mediator to help them arrive at a suitable outcome for both parties (each party is liable for their own costs).

• An arbitrated or adjudicated outcome: an independent arbitrator or court determines how the dispute is to be resolved and makes a binding decision or order to this effect (each party is liable for their own costs).

28.2 The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

28.3 The Contract shall be governed by and construed in accordance with the law of the United States of America and the parties hereby agree to submit to the non-exclusive jurisdiction of the United States courts.

29.1 The person(s) entering into this Agreement certifies that (s)he is lawfully authorized to purchase services on behalf of their respective company and represents and warrants that 1) (s)he has full legal authority to bind the employer, or their applicable entity, to these terms and conditions; 2) (s)he has read and understands this Agreement; 3) (s)he agrees, on behalf of the party that (s)he represents, to this Agreement. If (s)he does not have the legal authority to bind their employer, please do not check the checkbox for the “I agree to the terms and conditions”, sign the Quote or Invoice, or sign this Agreement.