Welcome to Center Street Digital!
This website centerstreetdigital.com (“Site”) is operated by Qoala Group, a Washington limited liability corporation doing business as Center Street Digital. Throughout the Site the words “we”, “us” and “our” refer to Qoala Group, LLC and Center Street Digital (“Center Street”). PLEASE READ THESE TERMS CAREFULLY! By submitting your order or accepting or using the Product, you acknowledge that you agree to these terms in their entirety.
1. Application. These Consumer Terms of Sale (“Terms”) apply to all our Consumers.
a. “Service” means all services in the Proposal forwarded concurrently with this Agreement that details the Consumer’s specific scope of work to be performed.
b. “Consumer” means a person or entity that purchases the Services. Also referred to as “you” and “your.”
c. “Parties” means Consumer and Center Street collectively.
3. Independent Contractors. Nothing contained in this Agreement is intended implicitly, or is to be construed, to constitute the parties as partners in the legal sense. No party to these Terms shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of any other party or to bind any other party to any contract, agreement or undertaking with any third party unless otherwise stated in these Terms or in the accepted proposal to Consumer.
4 Copyrights and Trademark Compliance. Consumer represents and warrants that any elements of text, graphics, photos, vidoes, designs, trademarks, or other artwork that it includes on its websites are either owned by the Consumer, or the Consumer has permission to use them. In the event the Consumer fails to secure permission or misrepresents ownership in violation of any copyright or trademark restrictions or requirements, or if Consumer is alleged to be in violation of any such copyright or trademark restrictions or requirements, Consumer shall indemnify, defend and hold us harmless against any such actions or claims brought by the copyright or trademark claimant.
5. Ownership of Resulting Site. Subject to full compliance with the Agreement and upon full payment of all amounts due to us, the ownership in all deliverables developed for and delivered to, and accepted by Consumer under this Agreement shall be automatically transferred to Consumer by us. The deliverables shall not include data, modules, components, designs, utilities, subsets, objects, program listings, tools, models, methodologies, programs, systems, analysis frameworks, and specifications (collectively, “Technical Elements”), which are owned or developed by us prior to, or independently from, its engagement under this agreement and any modifications or enhancements developed in the course of performing the Services and we also retain exclusive ownership rights to all of our Technical Elements, and all rights to our knowledge, experience and know-how (including processes, ideas, concepts and techniques) acquired prior to or in the course of performing the Services. We acknowledge that the Consumer’s trademarks, domain names, website content and design are the Consumer’s property and that Consumer has no rights in the foregoing and in other intellectual property of Center Street Digital except as expressly granted in the Agreement.
6. Disclaimer regarding Layouts and Browsers. If the project includes HTML markup and CSS templates, we test all markup and CSS in current versions of all major desktop browsers. Users of older or less capable browsers or devices will experience a design that is appropriate to the capabilities of their software. While we will also test that these templates perform well on Apple’s iPad. We will not test old or abandoned browsers, for example Microsoft Internet Explorer 6 or 5.5 for Windows or Mac, previous versions of Apple’s Safari, Mozilla Firefox or Opera unless otherwise specified. If you need us to consider these older browsers, we will charge you at our standard old browser rate for any necessary additional design work, development and testing.
6. No Liability For Consumer Modification. We are not liable or responsible for updates to Consumers’ websites that are not performed by us or our subcontractors. Please know, if you decide to edit the website independent of our company, you may alter it in a way that damages the design or impairs the ability for the website to function properly. Should the alteration require us to fix it, an additional hourly charge of $125.00 will be invoiced to fix the issues.
7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO CONSUMER FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH OUR PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CENTER STREET EXCEED ANY COMPENSATION PAID BY CONSUMER TO CENTER STREET FOR ITS PRODUCTS OR SERVICES.
8. Acknowledgement and Credits. The finished assembled site(s) produced by us shall be acknowledged on such website and related website pages as and state “Website created by CenterStreetDigital.com” and may not be removed without prior agreement.
9. Domain Services. In the event your service proposal includes domain registration, Consumer acknowledges and agrees that we cannot guarantee that Consumer will obtain Consumer’s desired domain name, even if at the time we submit your application, the inquiry indicates that the desired domain name is available. We act only as an intermediary between you and the Registrar and have no influence over the assignment of domain names. All domain Registrants, regardless of their domain Registrar are entitled to certain rights and benefits, as specified by ICANN. Consumer understands and agrees that willful failure to provide accurate or reliable information needed for the registration process will constitute a material breach of this Agreement.
10. Consumer’s Domain Name Responsibilities. Consumer represents that, to the best of Consumer’s knowledge and belief, neither the registration of the domain name nor the manner in which Consumer intends to use it, infringes upon the legal rights of a third party and further, that the domain name is not being registered for, nor will it at any time whatsoever be used for, any unlawful purpose.
11. Data Backup. As part of our services, Center Street will regularly back up your website but Center Street will not be held legally liable for any data loss. The data backup is a courtesy to the Consumer but we make no guarantees. Ultimately, Consumer is responsible for backing up Consumer’s own websites and data protection and security of Consumer and Consumer’s Site users.
12. Refusal of Service. Center Street Digital reserves the right to refuse service to any individual, website, or blogs that contain offensive, obscene, hateful, malicious content or any other reason.
13. Termination. We immediately terminate this Agreement, upon notice to Consumer for any of the following reasons: (a) if the Consumer fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Consumer makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Consumer, (d) if the Consumer ceases doing business or is likely to cease doing business or (e) in the opinion of Center Street, the credit of the Consumer is or may be impaired. If this Agreement is terminated for any of these reasons, Consumer will remain liable for balances due on any services that were purchased, whether billed or unbilled, and Center Street will send an invoice to Consumer, which Consumer agrees to promptly pay.
14. Cancellation. If Consumer seeks to cancel services prior to expiration of the term, they may cancel with 5 days written notice provided that they immediately pay all outstanding invoices, the hourly rate for any hours used beyond those included in Agreement.
15. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Center Street and its suppliers disclaim all warranties not expressly set forth in these Terms, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to our services. If we don’t meet the quality level described in the warranties included in these Terms, Consumer agrees to tell us and we will work collaboratively with you in an effort to resolve the issue.
16. Waiver. The waiver by any party to these Terms of a breach of any provision of these Terms shall not operate or be construed as a waiver of any other or subsequent breach.
17. Electronic Signature. The electronic signature of a party to these Terms is valid as an original signature and effectively binds such Party to these Terms.
18. Governing Law; Venue. These Terms shall be governed by the laws of the State of Washington without regard to its conflict of laws principles. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state court located in Yakima County, Washington. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
19. Incorporation by Reference. Terms attached to – whether physically or by hyperlink – to these Terms are incorporated in these Terms by reference.