By using the Balloon Local LLC Services, you agree to be bound by the following terms and conditions of this Agreement.

1. DESCRIPTION OF SERVICES. Balloon Local LLC will provide an ongoing set of services which may include website design and development, website hosting and maintenance, search engine optimization consultation, digital marketing consultation, and social media marketing services.

2. LIMITATIONS OF SCOPE. Balloon Local LLC will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client/Customer initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.

3. MANAGEMENT RESPONSIBILITY. Balloon Local LLC will provide certain tools, methods and resources to Client/Customer that are intended to help Client/Customer grow and build its business. However, Client/Customer is fully and exclusively responsible for its own business performance and Client/Customer satisfaction. In addition, Client/Customer has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client/Customer’s business, including without limitation, data held by Client/Customer and its Client/Customers, information provided by Client/Customer to Client/Customers and/or other third parties and any safeguarding and security measures that may be required. Balloon Local LLC may recommend and/or participate in implementing needed systems, services, and functions, but Client/Customer is solely responsible for the final outcomes, actions taken and results produced.

4. COPYRIGHT. All content produced by Balloon Local LLC within the scope of Services including software and web code, contents, graphics and design, or material developed or licensed by Balloon Local LLC for Client/Customer as part of the Services is copyrighted by Balloon Local LLC and remains the exclusive property of Balloon Local LLC. Upon termination of this Agreement copyrights shall remain with Balloon Local LLC. Client/Customer represents to Balloon Local LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Balloon Local LLC for inclusion in the Website are owned by Client/Customer, or that Client/Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Balloon Local LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by Client/Customer.

5. INTELLECTUAL PROPERTY. The Client/Customer will maintain any existing copyrights on any original writings, and/or photos used in conjunction with the website, marketing materials, and social media material provided as part of this agreement. The Client/Customer agrees to license and permit Balloon Local LLC to use these works in connection with this service agreement as required by Balloon Local LLC. Balloon Local LLC owns all other Intellectual Property connected with or related to the Services provided to the Client/Customer, including, without limitation, website graphics, design, source code, inventions (whether or not protected under patent laws), works of authorship, software, trademarks, trade names, trade secrets, publicity rights, copyrights, know-how, ideas (whether or not fixed in a tangible medium of expression or protected under trade secret laws), all Services provided or any portions thereof, as well as all data Balloon Local LLC determines, in its sole discretion, to maintain relating to Services provided, including, but not limited to, traffic statistics, and other types of statistics available to Balloon Local LLC. The Client/Customer may not modify, rent, lease, loan, sell, distribute, license or create derivative works based on any of Balloon Local LLC’s Intellectual Property (either in whole or in part, whether such Intellectual Property is owned or licensed by Balloon Local LLC ). Balloon Local LLC will maintain one (1) small logo and link on the footer of the website for design credit purposes as is customary in the industry. Client/Customer hereby acknowledges and agrees that Balloon Local LLC shall have the right to use the name of Client/Customer, including the Client/Customer Web Site and social media profiles for reference as a customer of Balloon Local LLC services for referral and marketing purposes.

6. TERM/TERMINATION. This Agreement shall remain in effect until formally terminated in writing by either party. Balloon Local LLC will start subscription billing to Client/Customer beginning the date (“Renewal Date”) Client/Customer agrees to these terms of services and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing. Termination of this Agreement requires written notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Balloon Local LLC the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by Client/Customer, (i) all licenses granted by Balloon Local LLC to Client/Customer hereunder shall automatically terminate and Client/Customer shall immediately cease its use of Website, licensed content and other provided marketing collateral, and (ii) Client/Customer’s right to the Services afforded to Balloon Local LLC’s Client/Customers shall automatically terminate.

7. PAYMENT FOR SERVICES. Client/Customer will pay monthly fees to Balloon Local LLC for a subscription to Services as described in the Balloon Local LLC plan in effect at the time of this agreement and for the license to use the Balloon Local LLC services, software and licensed content in conjunction with these services.

8. CLIENT/CUSTOMER RESPONSIBILITIES. The estimated time to launch is from thirty to sixty days of the contract date. The Client/Customer will be fully responsible for any delays caused by requests of any type, including any changes to the platform, request for additional design option, or a failure to provide any information requested by Balloon Local LLC, The Client/Customer will assume full financial responsibility for such delays, and Balloon Local LLC will not be asked to pause billing or refund any amount to the Client/Customer. Balloon Local LLC may require the Client/Customer’s Intellectual Property in order to complete the project at hand. Intellectual Property may include logos, branding guidelines, product photography, etc. The Client/Customer agrees to let the Balloon Local LLC use the Client/Customer’s Intellectual Property to complete the job. Throughout the course of this relationship, Balloon Local LLC might use Intellectual Property that the Balloon Local LLC owns, however does not qualify as “work product” (“background IP”). This includes fonts, licensed stock photos, and tools. Balloon Local LLC gives the Client/Customer the right to use and license the background IP to sell, support and market the Client/Customer’s products and services.

9. HOSTING. Balloon Local LLC’s product is a semi-custom managed website system. Upon payment of the Initial Fee we shall set up and customize the website for the Client/Customer. After initial customization the Client/Customer may update some of the content of their website through the administration system. Managed websites shall only be hosted on our servers and cannot be transferred to a third party hosting provider. Client/Customer agrees not to include in their website any content that infringes the intellectual property of anyone, including but not limited to copyrighted text, copyrighted images, and trademarks. All services provided by Balloon Local LLC may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute. The subscriber agrees to indemnify and hold harmless Balloon Local LLC from any claims resulting from the use of the service which damages the subscriber or any other party.  

10. WARRANTY. Balloon Local LLC shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Balloon Local LLC’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” without warranty or condition of any kind, Balloon Local LLC disclaims, and Client/Customer waives, any and all other warranties, obligations or representations, express or implied, including, without limitation, the implied warranties of merchantability, covenant’s title, non-infringement, and fitness for a particular purpose. Balloon Local LLC does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, shall Balloon Local LLC be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. Balloon Local LLC shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. Balloon Local LLC has no control over the policies of search engines, directories, or social media platforms with respect to the type of sites and/or content that they accept now or in the future. Client/Customer’s web site may be excluded from any search engine, directory, or social media platform at any time at the sole discretion of the search engine, directory entity, or social media platform.

11. SPECIAL DAMAGES. Neither party shall be liable for special, incidental, consequential, or punitive damages suffered or not, by any party to this agreement, even if said party has been advised of the possibility of such potential loss or damage. Balloon Local LLC shall have no liability to Client/Customer arising from or relating to any third party hardware, software, information or materials. Balloon Local LLC is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though Balloon Local LLC will attempt to prevent or minimize exposure to such risks.

12. INDEMNIFICATION. Subject to the provisions hereof, Client/Customer shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Balloon Local LLC and its licensors arising from products or services related to this Agreement. Conversely, Balloon Local LLC shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client/Customer arising from the gross negligence or intentional misconduct of Balloon Local LLC.  

13. LIMITATION OF LIABILITY. Except as set forth in this Agreement, in no event shall either party be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, or cost of capital, nor for any exemplary damages arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.

Updated January 1, 2024