Terms

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Terms of Service Agreement

Last Updated: 03-01-24

This Terms of Service Agreement (“Agreement”) is entered into between Detroit Exposure LLC (“Provider”) and any individual or entity (“Customer”) accessing or using the services provided by the Provider, this website or www.detroitexposure.com. By using or accessing these services, the Customer agrees to be bound by all terms and conditions set forth herein.

1. Definitions

For the purposes of this Agreement:

  • “Services”: Refers to all products and services provided by the Provider, including but not limited to hosting, Software as a Service (SaaS), maintenance, support, access to software applications, and any digital or virtual assets.
  • “Customer”: Any individual, company, or legal entity that enters into this Agreement with the Provider.
  • “Provider”: Detroit Exposure LLC, including its employees, contractors, agents, affiliates, and partners.
  • “Virtual Assets”: Any digital or non-tangible assets, including but not limited to domains, software licenses, databases, website files, and configurations.
  • “SaaS” (Software as a Service): A software distribution model in which a third-party provider hosts applications and makes them available to customers over the Internet.
  • “Non-Refundable”: A term describing any payment made by the Customer to the Provider for which no refund will be given, regardless of circumstances.
  • “Downtime”: Any period during which the Services are unavailable to the Customer.
  • “Arbitration”: A method of dispute resolution involving a neutral third party who renders a decision, which is typically binding.

2. Acceptance of Terms

By accessing or using any of the Services provided by Detroit Exposure LLC, the Customer agrees to comply with and be legally bound by these Terms of Service. This Agreement is legally binding in Oakland County, Michigan, and any disputes arising from or relating to these terms shall be governed exclusively by the laws of the State of Michigan.

3. Services Provided

Detroit Exposure LLC offers various services, including but not limited to hosting, Software as a Service (SaaS), and other digital or virtual services. These Services are provided on an “as-is” and “as-available” basis without any guarantee of results. The Customer understands and agrees that any services rendered by the Provider, including all software, digital products, or virtual assets, are non-refundable, and the results from these services are not guaranteed.

4. Non-Refundable Policy

All sales for Services provided by Detroit Exposure LLC are final and non-refundable. By agreeing to these terms, the Customer acknowledges and accepts the following conditions:

  • Resource Allocation: Upon the initiation of any Service, resources such as server space, bandwidth, software licenses, and other assets are allocated specifically to the Customer. These resources cannot be reallocated to other customers; therefore, no refunds will be issued once resources are allocated.

  • Time and Effort: The Provider invests significant time and effort in setting up, configuring, and maintaining the Services. This investment is non-recoverable, and as such, all payments made are non-refundable.

  • Third-Party Costs: The Provider incurs various third-party costs when delivering Services, such as server rentals, software licensing fees, and other expenses. These costs are non-recoverable, and refunds will not be issued for any payments already made.

  • Contractual Agreement: The Customer acknowledges that all services provided under this Agreement are governed by a legally binding contract that explicitly states the non-refundable nature of all payments. By agreeing to these terms, the Customer forfeits any right to claim a refund under any circumstances.

5. Customer Responsibilities and Conduct

The Customer agrees to adhere to the following responsibilities while using the Services provided by Detroit Exposure LLC:

  • Compliance with Applicable Laws: The Customer shall use the Services in full compliance with all applicable laws, regulations, and industry standards. The Customer agrees not to engage in any illegal, harmful, or unauthorized activities.

  • Proper Use of Services: The Customer is solely responsible for ensuring that the Services are used properly and in accordance with this Agreement. Any misuse, unauthorized access, or prohibited activities will result in immediate termination of Services without notice.

  • Data Backup and Security: The Customer is responsible for maintaining their own backups of any data or content stored on the Provider’s servers. The Provider shall not be liable for any loss of data or content. The Customer is also responsible for maintaining the security of their own credentials and accounts.

  • Payment Obligations: The Customer is solely responsible for ensuring timely payments for all Services rendered. Failure to remit payment will result in immediate suspension or termination of Services without notice. This may include, but is not limited to, loss of access to hosting, software, or any other virtual assets.

  • Marketing Decisions: The Customer accepts full responsibility for all marketing decisions, strategies, or lack thereof. The Provider shall not be held accountable for any decision made by the Customer, and no other party may be held liable for the Customer’s choices or actions.

6. Limitation of Liability

Under no circumstances shall Detroit Exposure LLC, its officers, directors, employees, agents, or affiliates be liable to the Customer or any third party for any damages, including but not limited to indirect, incidental, special, consequential, or punitive damages. This includes, without limitation, any loss of data, profits, use, goodwill, or any other intangible losses, whether arising from contract, negligence, or other tortious actions, resulting from:

  • The use of or inability to use the Services.
  • Any unauthorized access to or alteration of the Customer’s data.
  • Statements or conduct of any third party on the Provider’s website or through its Services.
  • Any other matter relating to the Services.

7. Service Level Agreements (SLAs) and Credits

  • Service Levels: The Provider aims to maintain a high level of service availability; however, the Provider does not guarantee that the Services will be uninterrupted or error-free. The Services are provided “as-is” and “as available.”

  • Service Credits: In the event of service failure or pricing concerns, the Customer must report the issue within the month it occurs. Service credits, if applicable, will be issued in the following billing cycle and cannot be applied retroactively. No other compensation or refund will be provided.

  • Downtime: The Customer acknowledges that the Provider may occasionally need to perform maintenance or updates that may result in temporary downtime. The Provider shall not be held liable for any damages resulting from such downtime.

8. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Detroit Exposure LLC, its officers, directors, employees, agents, affiliates, and partners from any and all claims, liabilities, damages, losses, expenses, and costs (including reasonable attorneys’ fees) arising from or related to:

  • The Customer’s use of the Services.
  • Any breach of this Agreement by the Customer.
  • Any violation of applicable laws, regulations, or third-party rights by the Customer.
  • Any unauthorized access or misuse of the Services under the Customer’s account or credentials.

The indemnification obligation will survive the termination or expiration of this Agreement.

9. Waiver of Arbitration, Refunds, and Legal Actions

By entering into this Agreement, the Customer explicitly waives the right to:

  • Arbitration: Any form of arbitration to resolve disputes arising out of or relating to this Agreement or the Services provided.
  • Refunds: The Customer acknowledges that all fees and payments made under this Agreement are non-refundable.
  • Lawsuits: The Customer forfeits any right to initiate a lawsuit against Detroit Exposure LLC, its affiliates, employees, agents, or any related parties. All disputes shall be resolved solely through individual legal action in the state or federal courts located in Oakland County, Michigan.

10. Termination of Service

Detroit Exposure LLC reserves the right to terminate or suspend any Service immediately and without notice under the following conditions:

  • Non-Payment: Failure by the Customer to make timely payments as required under this Agreement will result in immediate suspension or termination of all Services, including but not limited to hosting, software access, or any other virtual assets. The Customer is responsible for any resulting data loss or downtime.

  • Harassment or Abuse: Any behavior, including harassment, abusive language, threats, or any other inappropriate conduct directed toward Detroit Exposure LLC, its employees, contractors, or agents will result in immediate termination of Services without notice or refund.

  • Violation of Terms: Any violation of these Terms of Service or applicable laws will result in immediate termination of Services. The Provider reserves the right to pursue legal action for any damages resulting from such violations.

  • Failure to Comply with Obligations: If the Customer fails to comply with their obligations under this Agreement, including but not limited to data backup, security practices, or proper use of Services, the Provider may terminate the Service without notice.

11. Data Privacy and Security

  • Data Handling: The Provider will handle customer data in accordance with applicable laws and best practices for data protection and privacy. However, the Customer acknowledges that no method of transmission over the Internet or electronic storage is 100% secure. The Provider does not guarantee absolute security of Customer data.

  • Customer Responsibility: The Customer is solely responsible for maintaining the confidentiality and security of their account credentials, passwords, and any data stored on the Provider’s servers. Any actions taken under the Customer’s account shall be deemed authorized by the Customer.

  • Data Breach Liability: The Provider shall not be liable for any data breaches, unauthorized access, or loss of data unless directly resulting from gross negligence or willful misconduct by the Provider.

12. Intellectual Property Rights

  • Ownership of Content: The Customer retains all ownership rights to any content or data they upload or store on the Provider’s servers. The Provider does not claim ownership of any data or content provided by the Customer.

  • License to Use: By using the Services, the Customer grants the Provider a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute the Customer’s content solely for the purpose of providing the Services.

  • Provider’s Intellectual Property: All intellectual property rights in the Services, including but not limited to software, trademarks, logos, and trade secrets, are the sole property of Detroit Exposure LLC. The Customer is granted a limited, non-transferable, and non-exclusive license to use the Services for their intended purpose.

13. Force Majeure

Detroit Exposure LLC shall not be liable for any failure to perform its obligations under this Agreement if such failure results from any cause beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, civil unrest, strikes, pandemics, internet outages, or any other events that could not have been reasonably anticipated or prevented (“Force Majeure Event”).

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Oakland County, Michigan. The Customer consents to the exclusive jurisdiction of these courts.

15. Compliance with Laws

The Customer and Provider agree to comply with all applicable local, state, national, and international laws, regulations, and ordinances, including but not limited to data protection laws, intellectual property laws, and any other relevant legislation.

 

16. Amendment Procedures

Detroit Exposure LLC reserves the right to modify or amend this Agreement at any time. Any modifications will become effective immediately upon posting the revised Agreement on the Provider’s website. The Customer is responsible for regularly reviewing the Agreement to stay informed of any changes. Continued use of the Services after such changes are posted constitutes acceptance of the modified terms.

If the Customer disagrees with any modifications, their sole remedy is to discontinue the use of the Services and notify the Provider of their intent to terminate the Agreement.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Customer and Detroit Exposure LLC regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, or understandings, whether written or oral. No modification, alteration, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

18. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions.

19. No Waiver

No failure or delay by Detroit Exposure LLC in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

20. Assignment

The Customer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Detroit Exposure LLC. The Provider may assign or transfer its rights and obligations under this Agreement without restriction.

21. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the Provider at its principal place of business or such other address that may be specified by the Provider. Notices shall be sent by email, certified or registered mail (return receipt requested), or by a nationally recognized courier service. Notices shall be deemed to have been given when received by the recipient.

22. Dispute Resolution and Legal Process

The Customer agrees that any dispute arising out of or related to this Agreement or the Services shall be resolved exclusively through individual legal action in the state or federal courts located in Oakland County, Michigan. Before initiating any legal action, the Customer agrees to engage in good faith negotiations with the Provider to resolve the dispute amicably.

The Customer waives any right to participate in class or collective actions or arbitration of any kind. All disputes will be adjudicated on an individual basis, and the Customer expressly agrees not to initiate or participate in any class action lawsuit against Detroit Exposure LLC or any of its affiliates.

23. Governing Language

This Agreement is drafted in English, and any translation into another language shall not be binding. In the event of any conflict or discrepancy between the English version and any translated version, the English version shall prevail.

24. Contact Information

For any questions or concerns regarding this Agreement or the Services, the Customer may contact Detroit Exposure LLC at:

 

 

25. Media Usage Rights

Photography

All original photographic media provided by Detroit Exposure LLC for domain projects is granted to the Customer for use solely in connection with their website and online presentation. The Customer may use these images on their site or in online content. Where necessary, public domain images may also be utilized.

However, the Customer agrees that any original photographs or works produced by Detroit Exposure LLC may not be reproduced, distributed, sub-licensed, or used in any secondary products or services (including but not limited to resale, subletting, or any form of financial gain) without the express written consent of the original creator and the negotiation of reasonable royalties.

Icons & Illustrations

All original designs, including but not limited to PSD files, vectors, logos, and any other creative assets purchased from Detroit Exposure LLC, are granted to the Customer for use exclusively within the scope of their specified project or service.

The Customer agrees that these original works may not be reproduced, distributed, sub-licensed, or utilized in any secondary products or services (including but not limited to resale, subletting, or any form of financial gain) without the express written consent of the original creator and the negotiation of reasonable royalties.

Video & Motion Graphics

The Customer is permitted to use any original video or motion graphics media purchased from Detroit Exposure LLC within their projects, provided that appropriate credit is given to the original creators.

For any inquiries regarding the resale or reproduction of purchased media, the Customer should contact Detroit Exposure LLC directly.

The Customer agrees that any original video or motion production may not be reproduced, distributed, sub-licensed, or utilized in any secondary products or services (including but not limited to resale, subletting, or any form of financial gain) without the express written consent of the original creator and the negotiation of reasonable royalties.

General Legal Notices

Limitation of Liability: To the maximum extent permitted by applicable law, Detroit Exposure LLC, its officers, directors, employees, agents, affiliates, partners, and any third-party service providers, including but not limited to payment processors such as Stripe, shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business, data, use, goodwill, or any other intangible losses arising out of or related to the use of or inability to use the Services, even if Detroit Exposure LLC or any affiliated parties have been advised of the possibility of such damages. In no event shall the total liability to the Customer for all claims, damages, and causes of action exceed the amount paid by the Customer to Detroit Exposure LLC for the Services in the twelve (12) months preceding the event giving rise to such liability.

Disclaimer of Warranties: The Services, including those provided by any third-party service providers such as Stripe, are offered on an “as-is” and “as-available” basis. Detroit Exposure LLC expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither Detroit Exposure LLC nor any affiliated parties warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components, nor do they make any warranty regarding the accuracy, reliability, or quality of any information or content provided through the Services.

Indemnification: The Customer agrees to indemnify, defend, and hold harmless Detroit Exposure LLC, its officers, directors, employees, agents, affiliates, partners, and any third-party service providers, including but not limited to payment processors such as Stripe, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • (i) The Customer’s use of the Services;
  • (ii) Any breach of this Agreement by the Customer;
  • (iii) Any violation of any law or regulation or the rights of any third party by the Customer;
  • (iv) Any negligence or willful misconduct by the Customer.
    The Customer’s indemnification obligations shall survive the termination or expiration of this Agreement.

No Refunds and Waiver of Claims: All fees paid to Detroit Exposure LLC, including those processed through third-party payment processors such as Stripe, for the Services are non-refundable. The Customer waives any right to seek a refund, reimbursement, or any form of compensation for the Services. The Customer agrees not to bring or join any lawsuit or claim against Detroit Exposure LLC, its affiliates, partners, or any third-party service providers, including but not limited to Stripe, related to the Services.