Terms and Conditions
FIREPENNY PRIVATE LABEL RESALE WEBSITE SERVICES
1. This Agreement may be modified from time to time. Modifications made to this Agreement will become effective when they are posted. This Agreement shall be posted through the firepennyselect.com website which you use to configure and/or otherwise order the Services (the "Services Website"). You agree that you will check the terms and conditions of this Agreement periodically and that, if you no longer agree to the terms and conditions, you will stop using the Services and that you will terminate the Services as described below.
2. The Services consist of three different website building options, with the specific configuration and features which you selected or will select through the Services Website as you use the Services. You acknowledge and understand that important service limitations, pricing, the term of the Service, payment terms, and other conditions relating to the Services are conveyed through the Services Website and are hereby incorporated into this Agreement.
3. Each website created using the Services is built on and integrated with Citizenprime, LLC’s hosting platform, and any attempt to migrate or otherwise transfer the same is strictly prohibited
4. Except for the content provided by you, each website created using the Services belongs to Citizenprime, LLC. For the duration of your Services subscription, Citizenprime, LLC grants you a personal license in each website created using the Services. Cancellation of the Services for any reason terminates your license to each website. Should your subscription be discontinued, cancelled or terminated, all content, including but not limited to all information, data, code, text, software, music, sound, photographs, illustrations, graphics, video, messages, or other materials created or provided by Citizenprime, LLC, shall remain the property of Citizenprime, LLC.
5. As part of the Services, you may be allowed to use certain photographs, illustrations, or other images developed, owned, or licensed by third-party providers (“Images”). The Images are neither sold nor distributed to you and you may use the Images solely as part of the Services. In addition, you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images, and you may not create derivative works of the Images. Citizenprime, LLC has the right, at any time, at Citizenprime, LLC’s sole and exclusive discretion, to remove any Image(s) from your website.
6. Should you create and uploaded any content for your website, you grant Citizenprime, LLC a nonexclusive, worldwide, sublicensable, royalty-free license: (i) to use the content for the purpose of including it in your website, and (ii) to display screenshots of any website created using the Services, in marketing materials, or in other manners as determined by Citizenprime, LLC in its sole discretion. You represent and warrant that: (y) you have all necessary rights to use such content, and (z) the content does not violate the intellectual property rights or other rights of any third party. As used in this Section, “content” means all information, data, code, text, software, music, sound, photographs, illustrations, graphics, video, messages, or other materials you provide to Citizenprime, LLC in connection with the Services.
7. You agree that the Services shall be provided for the term you selected through the Services Website. Unless you terminate the Services THROUGH THE SERVICES WEBSITE prior to the end of the then existing Services term, you agree that the Services may be renewed for another term of equal duration to the immediately preceding term and that the resulting fees shall be charged to your account. You agree to hereby waive any requirement which might otherwise be imposed by law which would require that Citizenprime, LLC to obtain your affirmative consent for on-going billings and that your continuing consent to be billed for such renewal(s) may be presumed until such time as you terminate the Services through the Services Website. You agree that attempts to terminate the Services other than through the Services Website (such as by sending an email to a general email address of Citizenprime, LLC) are not reliable means of communication and that such a termination attempt shall not binding until accepted and acknowledged by Citizenprime, LLC. In relation to renewals, you further agree that it is your obligation to keep the credit card information associated with your account current and that Citizenprime, LLC shall not be obligated to contact you to update such information in the event that the charges are denied.
8. Your use of the Services may be suspended and/or this Agreement may be terminated, at the choice of Citizenprime, LLC, if Citizenprime, LLC determines that you are or are alleged to be violating the terms of this Agreement or any other agreement entered into by you and Citizenprime, LLC., including but not limited to your failure to pay charges for the Services. In the event of termination or suspension of Services under such circumstances, you agree (i) that no pre-paid fees will be refunded to you and (ii) that Citizenprime, LLC may take control of and place a lien upon any domain name associated with the terminated Services, until all charges associated with the Service are paid in full.
9. Citizenprime, LLC may elect to terminate this Agreement without cause and discontinue the Services upon 30 days notice, whereupon any pre-paid fees for an unused portion of a service term shall be refunded to you within a reasonable period of time. You further agree that, within 30 days of activating your subscription for the Services, Citizenprime, LLC may elect to terminate this Agreement without cause and that, in such event, the termination shall take effect immediately and that any pre-paid fees for an unused portion of your service term shall be refunded to you within a reasonable period of time.
10. The Services are provided through an infrastructure which is shared by all users of the Services. Your use of the Services may be throttled or suspended indefinitely if your use of the Services degrades the ability of Citizenprime, LLC to provide the Services to other users of the Services.
11. You acknowledge that email will be the primary means of communication between yourself and Citizenprime, LLC. You acknowledge that it is your responsibility to maintain a current email address and physical mailing address in your contact information. You further agree that you will regularly login to your account to obtain any notices posted through the Services Website. You agree that your failure to respond to a communication from Citizenprime, LLC may result in suspension or cancellation of Services without any refund of pre-paid fees, if any.
12. You acknowledge that Citizenprime, LLC is not obligated to return any data to you upon termination of this Agreement. You acknowledge that it is your responsibility to download, make copies of, and/or backup all data residing on the servers and other equipment which provide the Services and to do so within the bandwidth limitations of the Services. You acknowledge that any loss or corruption of data which occurs due to an interruption in the Services, regardless of the cause of the interruption, shall not be the responsibility of Citizenprime, LLC and that you may, following an interruption in the Services, be required to upload the data to the servers and other equipment which provide the Services.
14. You further represent and warrant that you will not allow any unauthorized third party to access the account which you use to access the Services.
15. NO REMEDIES FOR UNPLANNED SERVICE INTERRUPTIONS: CITIZENPRIME, LLC DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, AND/OR ERROR-FREE. You agree that any unplanned or unannounced interruptions in the Services shall not require a remedy.
16. Limitation of Liability
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
IN NO EVENT WILL CITIZENPRIME, LLC, ITS OFFICERS, MEMBERS, MANAGERS, AGENTS, DIRECTORS, SUBIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABILE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER CITIZENPRIME, LLC HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING THE CITIZENPRIME SERVICES MORE THAN THE AMOUNT OF $10,000.00
YOU AGREE THAT ANY CLAIM AGAINST CITIZENPRIME, LLC MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION OR FILING AN INDIVIDUAL ACTION UNDER THE “DISPUTES” SECTION BELOW WITHIN ONE (1) YEAR AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOED.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
17 Governing Law.
Your use of the Services shall be governed in all respects by the laws of the state of Illinois, U.S.A., without regard to choice of law provisions. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Services shall be in in the Cook County, Illinois. Any cause of action or claim you may have with respect to the Services must be commenced within one (1) year after the claim or cause of action arises. Citizenprime, LLC's failure to insist upon or enforce strict performance of any provision of the terms of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Citizenprime, LLC may assign its rights and duties under this Agreement to any party at any time without notice to you.
a. Arbitration Agreement
You and Citizenprime, LLC agree that any dispute, claim or controversy between you and Citizenprime, LLC arising in connection with or relating in any way to your use of any the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) will be determined by mandatory binding individual (not class) arbitration. You and Citizenprime, LLC further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone by the parties to the arbitration.
Notwithstanding the foregoing, each party shall have the right to bring an action in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative and non-class basis.
b. Arbitration Rules
Either you or Citizenprime, LLC may start arbitration proceedings. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Any arbitration hearings will take place in Cook County, IL,
c. Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Citizenprime, LLC’s address for Notice is: 8940 W. 192nd St, STE I, Mokena, Illinois 60448 The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Citizenprime, LLC may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
19. INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD CITIZENPRIME, LLC, ITS CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY'S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES OR ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT. WHEN CITIZENPRIME, LLC MAY BE INVOLVED IN A SUIT INVOLVING A THIRD PARTY AND WHICH IS RELATED TO THE SERVICES UNDER THIS AGREEMENT, EITHER CITIZENPRIME, LLC MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT BY YOU.
20. DISCLAIMER OF WARRANTIES: CITIZENPRIME, LLC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITIZENPRIME, LLC SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.