Terms And Conditions Pertaining To UPDATE MARKETING Kft.’s
Certain Web Services

THESE ARE THE TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE OF CERTAIN WEB SITE RELATED SERVICES ("Service(s)")

BETWEEN YOU (the "Customer") 

AND 

UPDATE MARKETING Kft.

Warga László u. 12.

Gyöngyös

3200

HUNGARY

Represented by Ivan Varallyay

IF CUSTOMER DOES NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, CUSTOMER MAY NOTIFY UPDATE MARKETING Kft. IN WRITING WITHIN TEN (10) DAYS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFY UPDATE MARKETING Kft. OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.

IN ADDITION, CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM UPDATE MARKETING Kft., OR ITS PARTNERS AND/OR OTHER THIRD PARTIES, WHICH MAY HAVE THEIR OWN TERMS AND CONDITIONS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS WILL BE PRESENTED TO CUSTOMER AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THE CUSTOMER’S OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT.

1. UPDATE MARKETING Kft., will provide Customer with the following services (the "Service(s)"), namely UPDATE MARKETING Kft. shall build a web site (the "web site") for the Customer with information provided by Customer using SiteSell’s proprietary product, Site Build It! (“SBI”)

2. Customer shall be responsible for the following:

- Providing UPDATE MARKETING Kft. with all relevant information and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) in connection with development of the web site.

- Ensuring that the web site content does not infringe or violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.

- Obtaining and maintaining internet connectivity to access the web site, to send and receive e-mail and access and utilize the Internet.

- Ensuring the accuracy of materials provided to UPDATE MARKETING Kft., including, without limitation, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.

- Not to disseminate or otherwise misuse personal information about visitors to the web site, nor to share any personal information with any third party without first obtaining the visitor’s consent.

- Contacting UPDATE MARKETING Kft. for all changes, modifications, and enhancements to the web site. All completed work products, such as web pages, are considered accepted unless Customer informs UPDATE MARKETING Kft. in writing of any required changes in the 14 days following the delivery of the said Service.

3. Customer represents to UPDATE MARKETING Kft. that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user and is legally permitted to enter into this Agreement.

4. UPDATE MARKETING Kft. shall provide services to Customer, including but not limited to keyword research for the web site theme, creation of the web site blueprint, building of web site pages using SBI, management of paid advertising campaigns and search engine branding, all of which shall be included in Services. The extent of the Services provided by UPDATE MARKETING Kft., such as the number of web pages built, shall depend on the specific service packages purchased by Customer.

5. UPDATE MARKETING Kft. shall use best commercial efforts to deliver Services professionally and on a timely basis. Customer shall inform UPDATE MARKETING Kft., in writing, of any complaints or problem situations encountered as well as any special or unusual matters affecting the services being provided.

6. UPDATE MARKETING Kft.'s Services are provided on an "as is" basis. UPDATE MARKETING Kft. entire liability and Customer's exclusive remedy against UPDATE MARKETING Kft. for any failure of performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to UPDATE MARKETING Kft. for the Service. The entire liability of UPDATE MARKETING Kft., and Customer’s exclusive remedy against UPDATE MARKETING Kft. for errors in the web site (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer.

EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER’S USE OF THE WEB SITE IS AT ITS OWN RISK AND UPDATE MARKETING Kft. DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TRAFFIC, LEADS AND/OR SALES GENERATION, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UPDATE MARKETING Kft. disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the web site and any information available on it, and the delay or inability to use the site or any information, even if UPDATE MARKETING Kft. has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Except as expressly stated herein, UPDATE MARKETING Kft. disclaims any and all warranties to Customer, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.

7. UPDATE MARKETING Kft. will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Customer's web site. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by UPDATE MARKETING Kft., including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:

- acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;

- acquiring any authorization(s) necessary for hypertext links to third party websites;

- the accuracy of materials provided to UPDATE MARKETING Kft., including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer; and

- ensuring that the web site content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. UPDATE MARKETING Kft. shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. UPDATE MARKETING Kft. disclaims any responsibility for any content, goods, and services available through Customer's web site, or the quality or accuracy of any information in Customer's web site. UPDATE MARKETING Kft. will not endorse, warrant, or guarantee any product or service offered through Customer's web site, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services or use of the web site, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements.

8. Customer agrees to defend, indemnify, and hold harmless UPDATE MARKETING Kft. and each of UPDATE MARKETING Kft.'s officers, directors, employees, agents, or other partners and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against UPDATE MARKETING Kft. in connection with Customer's web site (including, but not limited to, web site content) and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including UPDATE MARKETING Kft.'s reasonable legal fees and expenses (whether incident to the foregoing or to UPDATE MARKETING Kft.'s enforcement of said rights or defense and indemnity).

9. UPDATE MARKETING Kft. reserves the right to suspend or terminate Service with or without notice to Customer if UPDATE MARKETING Kft. determines, in its sole discretion that Customer has failed to comply with any of its obligations as set forth in this Agreement.

10. As between Customer and UPDATE MARKETING Kft., all materials, images, photos, information, and other content provided by Customer to UPDATE MARKETING Kft. for inclusion to the web site shall remain the sole and exclusive property of Customer. In addition, ownership interest to the web site shall be with the Customer, provided that Customer has paid UPDATE MARKETING Kft. in full for all their Services. Such ownership or proprietary rights assignment shall be limited to the actual web site and its underlying HTML script or coding as developed for Customer by UPDATE MARKETING Kft., but shall not include any rights to UPDATE MARKETING Kft.'s software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to UPDATE MARKETING Kft.'s products or services, which shall remain the sole and exclusive property of UPDATE MARKETING Kft. and its suppliers, affiliates, partners, and licensors.

11. UPDATE MARKETING Kft. shall receive compensation as set forth in Schedule A attached hereto for the Services provided herein to Customer. The compensation may be changed, from time to time, upon thirty (30) days notice. Customer shall pay for web site building services in advance.

12. Subject to termination as provided herein, the initial term of this Agreement shall commence on the date of this Agreement and shall continue in full force and effect for one year. The Agreement shall be automatically renewed for additional one year terms, provided neither party has terminated the Agreement.

13. Either party may terminate the Agreement on thirty (30) days written notice. In the event of termination, UPDATE MARKETING Kft. shall reimburse only the unused portion of web site building services. For further clarity, unused portion refers to resource efforts which were paid for by Customer and not yet spent by UPDATE MARKETING Kft..

14. UPDATE MARKETING Kft. may amend these Terms and Conditions at any time by posting a revised version to the Customer. The revised version will be effective at the time it is posted. In addition, if the revised version includes a Substantial Change, UPDATE MARKETING Kft. will provide Customer with 30 Days' prior notice of the Substantial Change. "Substantial Change" means a change to the Terms and Conditions that reduces the rights or increases the responsibilities of Customer.

15. UPDATE MARKETING Kft. agrees that all confidential information ("Customer Confidential Information") communicated by Customer with respect to the service, including any Customer Confidential Information gained by UPDATE MARKETING Kft. or its representatives by reason of association or assignment with Customer or its associates is confidential. Customer shall make reasonable efforts to mark as confidential any materials to be protected pursuant to this paragraph. UPDATE MARKETING Kft. promises and agrees not to disclose any Customer Confidential Information to any other person unless specifically authorized in writing by Customer to do so, except to the extent disclosure is required by subpoena or an Order from a court of competent jurisdiction. UPDATE MARKETING Kft. shall use its best efforts to prevent inadvertent disclosure of any Customer Confidential Information to any third party. Customer agrees that UPDATE MARKETING Kft. may utilize the web site in its promotional materials and brochures, and may but is not required to include a link to Customer's page in UPDATE MARKETING Kft.'s web site or in any other web site designed by UPDATE MARKETING Kft..

16. Customer agrees that all documents, specifications, reports, templates, processes, software tools and all other information, of whatever kind or nature, that are related to the development of the web site herein (the "UPDATE MARKETING Kft. Confidential Information") are trade secrets of and having significant value to UPDATE MARKETING Kft. and which are the intellectual property of UPDATE MARKETING Kft.. Customer shall not, at any time during or after the term of this Agreement or afterwards, without UPDATE MARKETING Kft.'s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the UPDATE MARKETING Kft. Confidential Information. Not included in the definition of "UPDATE MARKETING Kft. Confidential Information" is any information that can be observed by the public on the web site.

17. Nothing contained in this Agreement shall be regarded or construed as creating any relationship (whether by way of agency, joint venture, association, or partnership) between the parties other than as an independent contractor.

18. Neither party shall have the right or authority to assume or create any obligations or make any representations, warranties or commitments on behalf of the other party or to bind the other party in any respect whatsoever, nor shall he attempt to do so.

19. Any notification to the other party to this Agreement shall be deemed effective if sent by e-mail to the last known e-mail address of such party, or if faxed to the last known fax number, or if sent by first-class mail with sufficient postage attached addressed to the last known mailing address. of such party.

20. This is the entire Agreement between the parties relating to this matter and supersedes any prior agreements whether written or oral. Notices hereunder shall be in writing and must either be personally delivered or sent by registered mail or by e-mail to the address set forth herein. A party may change the address set forth herein by proper notice to the other. If any provision of this Agreement, or application of such provision to any person or in any circumstance, shall be determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement, and the application of such provision to any person or in any circumstance other than that to which it is held to be invalid, illegal or unenforceable, shall not be affected thereby. This Agreement shall not be assignable by the Customer without prior written consent of UPDATE MARKETING Kft.. This Agreement shall be binding upon the Customer’s successors and assigns and shall ensure to the benefit of any successors and assigns of the Customer. This Agreement shall be governed by the laws of Hungary applicable therein. The parties declare that they have required that this Agreement and any related documents be drawn in the English or Hungarian language only.

Schedule A

UPDATE MARKETING Kft. Fee Schedule

The UPDATE MARKETING Kft. fee schedule shall be as follows:
 

 Payments in US Dollars.

All applicable taxes shall be charged to and paid by the Customer in addition to the said fees, whether billed concurrently with the fee for UPDATE MARKETING Kft.’s Service or subsequent to the UPDATE MARKETING Kft. billing. Customer agrees to pay interest at the rate of 1.5% per month (18% per year) on all amounts not paid when due. All fees are payable in advance prior to the commencement of the Service. In the event of termination, UPDATE MARKETING Kft. shall discontinue charging monthly fees. UPDATE MARKETING Kft. shall also reimburse only the unused portion of web site building services, as determined by UPDATE MARKETING Kft.. For further clarity, unused portion refers to resource efforts which were paid for by Customer and not yet spent by UPDATE MARKETING Kft.. The fees and applicable taxes are subject to change from time to time.