Terms of Service
General Terms of Service
These General Terms of Service (“Terms”) and Subscription Agreement Terms and Services (“Subscription Terms”) are a legal agreement between you, as a current or prospective customer of Inception Online Marketing, Inc.’s services (“Customer”, “you”, “your”) and Inception Online Marketing, Inc. (“Inception), “we”, “our” or “us”) and govern your use of Inception’s services, including our website, any website application we may develop, and other marketing products and services we may provide now or in the future (collectively, the “Services”).
By using any of the Services, you agree to these Terms, Subscription Terms, and any additional policies referenced herein (collectively, the “Policies”), which are collectively incorporated herein by reference.
By accessing this website, you are agreeing to be bound by these website Terms and Subscription Terms, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
- Use License
Permission is granted to temporarily download one copy of the materials (information or software) on Inception’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on the Inception website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Inception at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
The materials on Inception’s website are provided “as is”. Inception makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Inception does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.
In no event shall Inception or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Inception’s internet site, even if Inception or an Inception authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
- Revisions and Errata
The materials appearing on Inception’s website could include technical, typographical, or photographic errors. Inception does not warrant that any of the materials on its website are accurate, complete, or current. Inception may make changes to the materials contained on its website at any time without notice. Inception does not, however, make any commitment to update the materials.
Inception has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Inception of the site. Use of any such linked website is at the user’s own risk.
We have implemented technical and organizational measures designed to secure personal information from accidental destruction, loss, alteration, and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Inception account or any other breach of security. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Inception and provide all information requested by Inception to remediate the breach. Any assistance provided by Inception in relation to a security breach does not in any way operate as acceptance or acknowledgment that Inception is in any way responsible or liable to you or any other party in connection with such breach.
- 9. Governing Law
Any claim relating to Inception’s website, Terms, Subscription Terms, and Policies shall be governed by the laws of the State of Wisconsin without regard to its conflict of law provisions.
Subscription Agreement Terms and Conditions
1. We may revise these Subscription Terms or any additional terms and conditions that are relevant to a particular Inception Service from time to time to reflect changes in the law or to the Services. We will post the revised terms on Inception’s website with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Subscription Terms.
2. It is expressly understood by Customer and Company that the results of the efforts and activities of Company cannot be guaranteed; as such, the Company makes no representations or warranties of the success of said efforts and activities.
3. Customer agrees not to release any trade secrets or confidential information of any kind from Company to any other party unless compelled by court order. The customer expressly agrees that this condition shall survive termination of the Terms and/or the Subscription Terms.
4. Company accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories, or other websites (“Third-Party Resources”) that the Company may submit to with respect to the classification or type of content it accepts, whether now or in the future. The customer’s website or content may be excluded or banned from any Third-Party Resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third-Party Resources under this Agreement.
5. Customer acknowledges that the nature of many of the resources the Company may employ are competitive in nature. The company cannot and does not guarantee a #1 position, consistent positioning, "top 10 positions" or specific placement for any particular keyword, phrase, or search term. The customer acknowledges that Company's past performance is not indicative of any future results.
6. Company does not assume liability for the Customer's choice to link to or obtain a link from any particular website without prior consultation.
7. Client acknowledges that SEO and submission to search engines can take an indefinite amount of time for acceptance or inclusion. Advertising may be subject to the individual advertising network's policies and procedures. Each edit or change made to any resources employed by Company may increase inclusion times.
8. Customer acknowledges that any search engine, directory or other resource may block, prevent or otherwise stop accepting submissions for an indefinite period of time. The Company cannot be held responsible for any action or inaction by any third party.
9. Customer acknowledges that advertising networks or search engines may drop listings from its database for no apparent or predictable reason. The company shall re-submit resources to the search engine based on the current policies of the search engine in question and whether or not pay inclusion programs are being used.
10. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided by Customers to Company for inclusion on the website are owned by the client, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company from any liability or suit arising from the use of such elements.
11. The Subscription Terms shall be governed and interpreted in accordance with the laws of the State of Wisconsin.
“Disputes” are defined as any claim, controversy, or dispute between you and Inception, its processors, suppliers, or licensors (or their respective affiliates, agents, directors, or employees), whether arising before or during the effective period of these Terms or Subscription Terms, and including any claim, controversy, or dispute based on any conduct of you or Inception that occurred before the effective date of these Terms or Subscription Terms, including any claims relating in any way to these Terms, Subscription Terms, or the Services, or any other aspect of our relationship.
- Binding Individual Arbitration
- General. You agree that any and all Disputes between you and Inception, except those that are resolved informally, through mediation, or brought in a small claims court, will be arbitrated by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST INCEPTION. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
- Pre-Filing Requirement to Attempt to Resolve Disputes. Before an arbitration is commenced, you or Inception agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms and Subscription Terms. To provide this opportunity, before commencing any arbitration or suit, each party agrees to send to the other party a written Notice (“Notice”). Any Notice to Inception should be sent by mail to 1700 Sand Acres Drive, De Pere, Wisconsin 54115. Any Notice sent to you will be sent to the email address on file for your account. The Notice must: (i) include your name and account number; (ii) provide detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible; and (iii) set forth the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. Each party agrees that state courts in Brown County, Wisconsin, or federal court for the Eastern District of Wisconsin, referenced below, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
- Scope of Arbitration. If we are not able to resolve the Dispute by informal negotiation or, as provided below, in a small claims court, all Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the Commercial Arbitration Rules for that forum, except you and Inception will have the right to file early or summary dispositive motions and to request that the AAA’s Expedited Procedures apply regardless of the claim amount. Except as set forth above, the Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms or Subscription Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay laches, or estoppel.
- Small Claims Court. Subject to applicable jurisdictional requirements, either party may elect to pursue a Dispute in the small-claims court in Brown County, Wisconsin rather than through arbitration so long as the matter remains in small claims court and proceeds only on an individual basis. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the Brown County, Wisconsin small claims court, with no fees due from the arbitration respondent.
- Arbitration Procedures. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, including its procedural provisions, fully applies. Any arbitration hearing shall occur in Green Bay, Wisconsin, or, if both parties agree, by telephone or videoconference. The Arbitrator’s award will be binging on the parties and may be entered as a judgment in any court of competent jurisdiction. Inception values your privacy, particularly with respect to your financial transactions and data. Each of the parties shall maintain the confidential nature of the arbitration and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other result of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by applicable law. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect.
- Arbitration Fees. In accordance with the AAA Rules, the party initiating the arbitration (either you or us) is responsible for paying the applicable filing fee. For purposes of this arbitration provision, references to you and Inception also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services.
- Opt Out. You may reject this provision, in which case only a court may be used to resolve any Dispute. To reject this provision, you must send us an opt-out notice containing your name, address, phone number and the email address(es) you used to sign up and use the Services (the “Opt Out Notice”) within thirty (30) days after you create an Inception account or we first provide you with the right to reject this provision. This is the only way of opting out of this provision. Opting out will not affect any other aspect of the General Terms or the Services and will have no effect on any other aspect of the General Terms or the Services and will have no effect on other or future agreements you may reach to arbitrate with us.
- Court Proceedings. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in Brown County, Wisconsin, or federal court for the Eastern District of Wisconsin.
14. You agree to receive all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including, but not limited to, Communications related to our delivery of the Services and your purchase of or subscription to the Services, via electronic means, including by e-mail, text, in-product notifications, or by posting them on Inception’s web site or through any Services communication system. You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information current.
- 15. Payment Terms
15.1 Subscription Plan. The prices, features, and options of the Services depend on the Subscription Plan selected as well as any changes instigated by the Customer. Inception does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan at any time.
15.2 No Refunds. Customer will timely pay Inception all fees associated with its Subscription Plan, account, or use of the Inception Services, including, but without limitation, by authorized users. CUSTOMER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for pre-paid Subscription Plans will be billed to Customer in advance. Charges for Subscription Plans will be billed in arrears and renewed according to the information in this document unless otherwise specified in the Subscription Plan.
15.3 Recurring Charges. When you purchase a Subscription Plan, you must provide accurate and complete information for a valid payment method that you are authorized to use. You will be billed for your Subscription through the payment method you provide. Customer must promptly notify Inception of any change in its invoicing address and must update its account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, CUSTOMER AUTHORIZES INCEPTION OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G. MONTHLY OR YEARLY) BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE INCEPTION SERVICES. The Authorization continues through the applicable Subscription Term and any Renewal Term (as defined in Section 16, below) until Customer cancels as set forth in Section 17.3 of these Terms.
15.4 Late Fees & Collection Costs. If Inception does not receive payment from Customer’s payment method, Customer agrees to pay all amounts due upon demand. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Inception to collect any amount that is not paid when due. Inception may accept payment in any amount without prejudice to Inception’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Inception may not be withheld or offset by Customer for any reason against amounts due or asserted to be due from Inception.
15.5 Invoices. Inception will provide billing and usage information in a format we choose, which may change from time to time. Inception reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.
15.6 Billing Cycles. Billing cycle end dates may change from time to time. Customer agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Customer’s payment card issuer until submission of the accumulated charge(s).
15.7 Tax Responsibility. All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, excluding taxes based on Inception’s net income (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase of, payment for, access to or use of the Inception Services. Where the responsibility to remit Taxes falls upon Inception, the Taxes will be added to the payment and payable to Inception at the same time as the payment. Taxes shall not be deducted from the payments to Inception except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Inception receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that Inception can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for Tax purposes.
- 16. Data. You shall be responsible for data that you provide or use in Inception. You are solely responsible for determining the suitability of the Services for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Inception Services and website.
- 17. Term. The period of effectiveness of these Terms, (“Subscription Terms and Policies”), with respect to Inception Services, begins on the date the Customer accepts it and continues until the Customer’s Subscription Plan expires or its use of the Inception Services ceases (including as a result of termination in accordance with this Section 17.3), whichever is later.
17.1 Subscription Term and Automatic Renewals. Inception’s Subscription Plans for Conversion Optimized Websites, Website Maintenance, and SEO Optimization consists of a 3-month term. Conversion Optimized Websites, Website Maintenance, and SEO Optimization automatically renew for 1-month terms after the initial 3-month agreement unless otherwise noted. Subscription plans for Facebook Advertising, Google Ads Advertising, Reputation Management, and Client Success Dashboard have a term of 3 months and automatically renew for 1 month terms unless otherwise noted. If you purchase a Subscription Plan you agree to pay the then-current applicable fee associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period Inception receives notice of cancellation described in Section 17.3.
17.2 We reserve the right to modify, terminate, or otherwise amend the fees and features associated with your Subscription Plan. We may also recommend that you purchase a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. Before we change the fees and charges in effect, or add new fees and charges, we will provide you reasonable advance notice, such notice being reasonable in our sale discretion. If we provide you such advance notice, your continued use of the Inception Services after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may terminate your Subscription Plan as described in Section 17.3. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.
17.3 Termination by Customer. You may terminate your Account at any time after the initial 3 month period upon thirty (30) days’ advance written notice to Inception. If you wish to terminate, you must provide notice by contacting us here: (support@InceptionOnlineMarketing.com). Inception has no obligation to consider refund requests related to a termination of a Subscription Plan if there has been a violation of other Subscription Terms herein, or if records indicate substantial productive use took place during Customer’s use of the Services.
17.4 Default; Termination by Inception Online Marketing. A Customer will be in default of these Subscription Terms if: (a) it fails to timely pay any amount owed to us; (b) it or an authorized user associated with its account breaches any provision of these Subscription Terms or violates any policy applicable to the Inception; (c) it is or becomes subject to any proceeding under the Bankruptcy Code or similar laws; or (d) if, in our sole discretion, we believe that continued use of the Inception Services by the Customer (or its authorized users or signers) creates legal risk for Inception or presents a threat to the security of the Services or Inception’s customers. If you are in default, we may, without notice: (i) suspend your account and use of the Services; (ii) terminate your account; (iii) charge reactivation fees in order to reactivate your account; and (iv) pursue any other remedy available to us.
17.5 Service Pricing and ACH for States of Colorado, Connecticut, Kansas, Maine and Massachusetts. Pricing for services in the states of Colorado, Connecticut, Kansas, Maine and Massachusetts are as follows: Websites or Option 1: $257, Google Ads Management: $257, Facebook Ads Management: $614, Reviews Program: $155, Patient Connect: $304, The ONE or Option 1: $923, Option 2: $513. Clients that choose to pay by ACH will receive a 3% discount on the above prices.
WARRANTIES AND DISCLAIMERS
18. THE INCEPTION SERVICES, DOCUMENTATION, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE INCEPTION SERVICES, DOCUMENTATION, AND WEBSITE SHALL BE AT YOUR SOLE RISK. INCEPTION AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“INCEPTION PARTIES”): (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE INCEPTION SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE INCEPTION SERVICES, DOCUMENTATION, OR SITE.
18.1 THE INCEPTION PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT INCEPTION SERVICES, DOCUMENTATION, AND SITE HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR COMPLETENESS OF THE INCEPTION SERVICES, DOCUMENTATION, AND SITE CONTENT AND ASSUMES NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF INCEPTION SERVICES, DOCUMENTATION, AND SITE; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA INCEPTION SERVICES, DOCUMENTATION, AND SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF INCEPTION TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
18.2 THE INCEPTION PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE INCEPTION PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.
18.3 If you are a California resident, you expressly acknowledge and agree that all rights under California Civil Code §1542, are expressly waived. That section provides “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party.” This release includes the criminal acts of others.
- 19. Disclaimer of Consequential Damages.
19.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, INCEPTION WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
19.3 Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE SUBSCRIPTION TERMS OR TO YOUR USE OF THE SERVICES OR, INCEPTION’S WEBSITE (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO INCEPTION FOR THE INCEPTION SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
19.4 Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with customers and to the extent you are a customer located in such a country or jurisdiction, the limitations or exclusions in this Section 19 may not apply to you.
- 20. California Businesses. If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code §100 et seq., (“CCPA”) then this Section 23 applies to you. For purposes of this Section 23, “process”, “sell”, and “business purposes(s)” have the meaning ascribed to them by the CCPA.
21. Independent Allocations of Risk. Each provision of these Terms and Subscription Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms and Subscription Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms and Subscription Terms, and each of these provisions will apply even if the warranties in these Terms and Subscription Terms have failed of their essential purpose.
22. Assignability. You may not assign your rights or obligations under these Terms, Subscription Terms or Policies without Inception’s prior written consent. If consent is given, these Terms, Subscription Terms or Policies will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms, Subscription Terms or Policies except as expressly provided in these Terms, Subscription Terms or Policies is void. Inception may freely assign its rights, duties, and obligations under these Terms, Subscription Terms or Policies.
23. Force Majeure. Except for any payment obligations, neither you nor Inception will be liable for failure to perform any obligation under these Terms, Subscription Terms or Policies to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike, pandemics, epidemics, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
24. Other Provisions. These Terms and Subscription Terms are a complete statement of the agreement between you and Inception regarding the Services. In the event of a conflict between these Terms and Subscription Terms and any other Inception agreement these Terms and Subscription Terms will prevail and control the subject matter of such conflict. If any provision of these Terms and Subscription Terms are invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms and Subscription Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms or Subscription Terms will be deemed a further or continuing waiver of such term or any other term.
Company's Services are not the provision of legal advice. Client retains sole responsibility to determine whether any and all marketing concepts are in compliance with HIPPA privacy laws and state or federal regulations.