Terms & Conditions

Please read this Terms and Conditions of Use Agreement before initiating services. This Agreement shall apply to all Clients of Localista Media.

1. AGREEMENT
This Terms and Conditions of Use Agreement (this “Agreement”) sets the standards of use of Marketing and Business Services (“Services”) provided by Localista Media. By initiating payment at the Localista Media Website (“Website”), You as the Client (“Client”) agree to the terms and conditions of this Agreement for a minimum period of twelve (12) months unless noted otherwise.  Localista Media reserves the right, at any time, to modify, alter, amend, or update this Agreement without prior notice. Modifications will become effective immediately upon being posted on the Website. Client’s continued payment for Services offered by Localista Media after modifications or updates are posted constitutes an acknowledgement and acceptance by Client of this Agreement and its amendments, modifications, or updates.

2. DEFINITIONS
As used herein and throughout this Agreement:

2.1 Agreement means the entire content of this Terms and Conditions of Use, the Proposal document(s), Schedule A, together with any other Supplements designated herein, together with any exhibits, schedules or attachments hereto.

2.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

2.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under the laws of the Jurisdictional Locale.

2.4 Deliverables means the services and work product specified in the Proposal to be delivered by Localista Media to the Client, in the form and media specified in the Proposal.

2.5 Design Tools means all design tools developed and/or utilized by Localista Media in performing the Services, including without limitation preexisting and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

2.6 Final Content means all creative content developed or created by Localista Media, or commissioned by Localista Media, exclusively for the Project and/or Client and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all Website designs (“Website”), social media posts, written and other content, visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Localista Media’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

2.7 Final Deliverables means the final versions of Deliverables provided by Localista Media and accepted by Client.

2.8 Preliminary Works means all content including, but not limited to, concepts, editorial calendars, marketing schedules, plans, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Localista Media and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Content.

2.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

2.10 Services means all services and the work product to be provided to Client by Localista Media as described and otherwise further defined in the Proposal.

2.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

2.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

3. PROPOSAL
The terms of any Proposal shall be effective for 30 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

4. FEES AND CHARGES
4.1 Fees. In consideration of the Services to be performed by Localista Media, Client shall pay to Localista Media fees in the amounts and according to the payment schedule set forth in the Proposal.

4.2 Fees Subject to Change. Localista Media reserves the right at any time to change fees for Services. In the event that Localist Media so elects, it shall post a notice at an appropriate location on its website.

4.3 Commencement of Services. Payment of upfront fees are due at commencement of Services. First installment of monthly fees shall be automatically billed to client fifteen (15) days after commencement of services. Any ongoing monthly fees shall be automatically billed to client every thirty (30) days. With payment for Services, client agrees to terms of this Agreement and Localista Media is authorized to proceed with Services.

4.4 Additional Costs. Project and/or Service pricing includes Localista Media’s fee only. Any and all outside costs including, but not limited to, third-party software programs, videographer costs and fees, photographer’s costs and fees, photography and/or artwork licenses, will be billed to Client unless specifically otherwise provided for in the Proposal.

4.5 Reinstatement of Services. Should Client’s services be suspended for non-payment and should Localista Media and Client agree to continue Services, additional fees may be charged to Client to reinstate their account and re-establish Services.

5. PAYMENTS
5.1 Billing. Monthly services are automatically billed to Client every thirty (30) days and Client’s credit card account shall be charged. Any Invoices issued to Client are payable upon receipt. Payments shall be made online at https://www.localistamedia.com/pay.

5.2 Authorization to Charge Account. Client authorizes Localista Media to utilize its merchant account provider to charge Client’s account provided during the initial payment process. Client authorizes Localista Media to charge Client’s account according to stated fees.

5.3 Current Information. It is Client’s responsibility to keep payment information accurate and current with Localista Media. If a payment cannot be processed, Client will be given a minimum of six (6) business days’ notice to rectify the situation and make the payment. Failure to rectify the situation within six (6) business days will lead to a cancellation of the Services.

5.4 No Refunds. Based on the nature of services provided by Localista Media and the significant amount of work invested in providing Deliverables, Localista Media has a no refund policy.

5.5 Delivery of Services. Localista Media reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Expenses, and Fees, Charges, or the costs of Changes. A monthly service charge of 5% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.

6. CHANGES
6.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Localista Media’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Localista Media may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

6.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 20% of the time required to produce the Deliverables, Localista Media shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Localista Media.

6.3 Timing. Localista Media will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Localista Media. Localista Media shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Localista Media’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Localista Media’s obligations under this Agreement.

6.4 Testing and Acceptance. Localista Media will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Localista Media, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Localista Media will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

7. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than Localista Media;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
(c) final approval, and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

8. PROMOTION
Localista Media retains the right to reproduce, publish and display the Deliverables in Localista Media’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and/or Service and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

9. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information, materials of the other party, and passwords required for access to Client’s social media and other accounts in order to perform Services, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

10. RELATIONSHIP OF THE PARTIES
10.1 Independent Contractor. Localista Media is an independent contractor, not an employee of Client or any company affiliated with Client. Localista Media shall provide the Services under the general direction of Client, but Localista Media shall determine, in Localista Media’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

10.2 Localista Media Agents. Localista Media shall be permitted to engage and/or use third party Localista Media’s or other service providers as independent contractors in connection with the Services (“Localista Media Agents”). Notwithstanding, Localista Media shall remain fully responsible for such Localista Media Agents’ compliance with the various terms and conditions of this Agreement.

10.3 No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Localista Media, employee or Localista Media Agent of Localista Media, whether or not said person has been assigned to perform tasks under this Agreement. Localista Media, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

10.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Localista Media, and Localista Media shall be entitled to offer and provide Services to others, solicit other clients and otherwise advertise the services offered by Localista Media.

11. WARRANTIES AND REPRESENTATIONS
11.1 By Client. Client represents, warrants and covenants to Localista Media that:

(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project and/or Service does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

11.2 By Localista Media

(a) Localista Media hereby represents, warrants and covenants to Client that Localista Media will provide the Services identified in the Agreement in a professional manner and in accordance with all reasonable professional standards for such services.
(b) Localista Media further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Localista Media and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project and/or Service by Localista Media, Localista Media shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Localista Media to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Localista Media‘s knowledge, the Final Content provided by Localista Media and Localista Media’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project and/or Service will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Localista Media shall be void.
(c) Except for the express representations and warranties stated in this agreement, Localista Media makes no warranties whatsoever, Localista Media explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project and/or Service.
(d) Subject to the representations and warranties of Client in connection with Client Content, Localista Media represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Localista Media, or the interaction of Final Deliverables with third party applications including but not limited to Web browsers, social media sites or third party programs, other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Localista Media’s sole liability for a breach of this Section is the obligation of Localista Media to correct any Deficiency identified within the first month of delivered Deliverables. In the event that a Deficiency is caused by Third Party Materials provided or specified by Localista Media, Localista Media’s sole obligation shall be to substitute alternative Third Party Materials. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Localista Media.
(e) Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Localista Media represents and warrants that, to the best of Localista Media’s knowledge, the Design Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project and/or Service will not knowingly violate the rights of any third parties except to the extent that such violations are caused by content provided by Client (“Client Content”), or the modification of, or use of the Deliverables in combination with materials or application outside the scope of the applicable specifications, by Client or third parties.

12. INDEMNIFICATION/LIABILITY
12.1 By Client. Client agrees to indemnify and hold harmless Localista Media, its officers, directors, employees and subconsultants (collectively, Consultant) against all claims, demands, actions, causes of action, suits, liabilities, costs, damages (whether actual, compensatory, consequential, general, special, incidental, direct, indirect, exemplary, and/or punitive), actions, causes of action, suits, costs, compensation, penalties, claims for attorneys’ fees, defense costs (including attorneys’ fees), and obligations of any kind or nature whatsoever that may or would otherwise be incurred by Indemnities in connection with any demand, claim, suit, cause of action, or other assertion by any third party that results from, involves, arises from, or relates in any way to Client’s negligent acts in connection with the Project and/or Service and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable.

(a) Client assumes at its sole expense and risk, the defense of any matter tendered to Client hereunder by any Indemnified Party; and
(b) Localista Media will cooperate as reasonably necessary in the defense of all such matters. Client will reimburse the reasonable out-of-pocket expenses incurred by Localista Media in providing such assistance.

12.2 By Localista Media. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Localista Media agrees to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all claims, demands, actions, causes of action, suits, liabilities, costs, damages (whether actual, compensatory, consequential, general, special, incidental, direct, indirect, exemplary, and/or punitive), actions, causes of action, suits, costs, compensation, penalties, claims for attorneys’ fees, defense costs (including attorneys’ fees), and obligations of any kind or nature whatsoever that may or would otherwise be incurred by Indemnities in connection with any demand, claim, suit, cause of action, or other assertion by any third party that results from, involves, arises from, or relates in any way to Localista Media’s negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Localista Media is legally liable.

(a) Localista Media shall have sole control of the defense and all related settlement negotiations; and
(b) Client shall provide Localista Media with the assistance, information and authority necessary to perform Localista Media’s obligations under this section.

12.3 Limitation of Liability. In all circumstances, the maximum liability of Localista Media, its directors, officers, employees, agents and affiliates (“Localista Media Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, will in no event exceed the total amount, if any, that Client has paid to Localista Media pursuant to these Terms. In no event shall Localista Media be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Localista Media, even if Localista Media has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

13. TERM AND TERMINATION
13.1 This Agreement shall commence upon payment of Services and shall remain effective until the Services are completed and delivered. Unless stated otherwise in Proposal, Client agrees to a minimum twelve (12) month term of service, billed monthly and auto-renewing annually.

13.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:

(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.

13.3 In the event of termination, Localista Media shall be compensated for the Services performed through the date of termination in the amount of (a) an advance payment to buy out remaining term of Agreement, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Localista Media or Localista Media’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses and fees together with any Additional Costs incurred through and up to, the date of cancellation.

13.4 In the event of termination by Client and upon full payment of compensation as provided herein, Localista Media grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

13.5 In the event of termination for non-payment, Localista Media may terminate provision of Service(s) including but not limited to suspending web hosting services, if Client fails to pay when due any amounts due and such failure continues for a period of fifteen (15) days after the last day payment is due. Localista Media shall give Client written notice of the expiration date for Client to pay amounts before suspension and termination of Services.

13.6 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, (b) Client shall remove or disable Localista Media’s access to Client accounts, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

14. GENERAL
14.1 Waiver. Failure by either party to enforce any provision(s) or any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of provision or right nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such unenforceable or invalid provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

14.2 Notices. All notices to be given hereunder shall be transmitted in writing by U.S. mail, first-class postage paid, or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified herein, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt. It is the responsibility of Client to maintain a current email address with Localista Media.

14.3 Successors and Assigns. These Terms shall be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. Neither party shall have the right to assign or subcontract any of its obligations or duties under this agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

14.4 Survival. Even after Services have expired or are terminated, these Terms will remain in effect. All Terms that by their nature may survive termination of the Terms shall be deemed to survive such termination. Localista Media reserves the right to make changes to these Terms from time to time.

14.5 Force Majeure. Localista Media shall not be deemed in breach of this Agreement if Localista Media is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Localista Media or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Localista Media’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Localista Media shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule or alternative solution for completion of the Services.

14.6 Applicable Law and Dispute Resolution. Client agrees that the laws of the state of California without regard to conflicts of law’s provisions will govern these Terms and Conditions of Use and any dispute that may arise between Client and Localista Media or its affiliates. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties.

14.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

14.8 Entire Agreement. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of this Agreement shall control. This Agreement comprises this Terms and Conditions of Use, the Proposal and Supplements herein.

Schedule A – Intellectual Property
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Localista Media a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Localista Media’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Localista Media shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Content. Under such circumstances Localista Media shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Localista Media from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Content.

1.3 Preliminary Works. Localista Media retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Localista Media within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Localista Media.

1.4 Final Content. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and expenses due, Localista Media assigns to Client all ownership rights, including any copyrights, in and to any content or designs comprising the works created by Localista Media for use by Client. Client hereby indemnifies, saves and holds harmless Localista Media from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use of Final Content.

Supplement 1 – Website Development Terms and Conditions
1.1 Developer Responsibilities. Client may retain the services of Localista Media (acting as “Developer”) to design, develop and host a Website (“Website”) for Client in accordance with the proposal submitted by Localista Media to Client and the terms of which are expressly incorporated herein by reference.

1.2 Design. Should Client retain the services of Localista Media for website design, Client’s Website shall be in substantial conformity with the material provided to Localista Media by Client. Localista Media shall develop Client’s Website to project the highest professional image. Localista Media shall not include any of the following on Client’s Website or in Client’s directory on Localista Media’s Web Server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon-like graphics (unless provided by Client); invisible text, text that is present only when a “webcrawler” or other web indexing tool accesses the Web Site, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

1.3 Domain Name. Localista Media may purchase domain names on behalf of the Client. Payment and renewal of those domain names are the responsibility of the Client. The loss or cancellation of the domain brought about by non- or late-payment is the sole responsibility of Client. Client agrees to pay all registration fees associated with such registration to ensure uninterrupted access to website.

1.4 Post-Deployment Changes. Localista Media cannot accept responsibility for any alterations caused by a third-party occurring to the Client’s website pages once installed by Localista Media. Such alterations include, but are not limited to additions, modifications or deletions. Any corrections requested to be made in this case shall be provided on a time and materials basis at Localista Media’s hourly rate then in effect price for such services.

Supplement 2 – Website Hosting
1.1 Server Hosting. Localista Media agrees to maintain Client’s Website on Localista Media’s Web Server for a minimum required twelve (12) month term, billed to Client on a month to month basis. As part of this service, Localista Media agrees to make Client’s Website available to Internet users approximately 24 hours per day. Also as part of this service, Localista Media agrees to use its best efforts to ensure reasonable response times for users accessing Client’s Website. Localista Media reserves the right to suspend website hosting for any non-payment or termination of Web Services.

1.2 Back-Up Copies. Not more often than once each month, and also in the event of Client’s termination of its use of Localista Media’s Web Server as the host for Client’s Web Site, Localista Media agrees to create a complete copy of Client’s then-current Website, including all Code and Images therefore, and to store said back-up materials in a safe and secure environment. Upon notice from Client, Localista Media will transfer website files to Client in a suitable format and delivery method. In the event such transfer results from Client’s termination of its use of Localista Media’s Web Server as the host for Client’s Website, Localista Media shall maintain one complete electronic version of Client’s Website, including all Code therefore (and shall “wipe” all other versions thereof off of its computers and media, including back-up copies), until Client informs Localista Media in writing that the transferred files appear to be complete, at which time Localista Media shall “wipe” its final copy of Client’s Website off of its computers and media.

1.3 Maintenance and Support Services. During the time that Client’s Website is located on Localista Media’s Web Server, Localista Media agrees to maintain and update Company’s Website, including but not limited to core website file integrity, plug-in updates, uptime monitoring, blacklist monitoring, security scans and suspicious code. As part of this Service, Localista Media agrees to dedicate hourly support per month as indicated in the Proposal to make maintenance modifications to Client’s Website from time to time at Client’s request. If changes are significantly more than the hourly support per month, additional hourly rates shall apply.

2. SUPPORT SERVICES

2.1 Deliverable Period. In the first Month of providing Deliverables (“Deliverable Period”), Localista Media shall provide one (1) hour of Support Services during this period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal.

2.2 Maintenance Period. Localista Media shall provide hourly support per month as indicated in the Proposal to Client for website support. Additional time for other Support Services shall be billed at Localista Media’s regular hourly rate, then in effect upon the date of the request for additional support.

2.3 Enhancements. During the Maintenance Period, Client may request that Localista Media develop enhancements to the Deliverables, and Localista Media shall exercise commercially reasonable efforts to prioritize Localista Media’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Localista Media’s hourly rate then in effect price for such services.

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