Cultivate Supporting Technology
Digital Marketing & Web Based Software. The monthly Membership includes access to Cultivate online resources which may include digital marketing tools, business dashboard, elearning and other web based resources. Access to these tools requires active membership at Cultivate. The level of access to these resources and business advising support is based on your membership plan.Basic advisory services are incorporated into Licensees core services; however, extraordinary CFO-in-Residence, Sales Executive, Digital Marketing, Software Development and other specialized services may be offered to Licensee on a fee-for-service basis. In such cases, terms and scope-of-work will be defined and agreed upon prior to initiation.
- WARRANTIES; DISCLAIMERS; LIMITATIONS OF LIABILITY. IN NO EVENT WILL CULTIVATE BE LIABLE FOR LOST PROFITS OR CONSEQUENTIAL DAMAGES, EVEN IF CULTIVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST THE COMPANY BY ANY THIRD PARTY. In the event of any default by Cultivate hereunder, Company’s sole remedy shall be a fee adjustment as deemed appropriate by Cultivate. In no event will Cultivate liability exceed the fees paid for the month in which any default occurred.
- TERMS OF AGREEMENT. Cultivate is providing services to Company on a monthly basis from a date beginning at the signing of this agreement. In certain cases, Cultivate may support and advise on Company’s WordPress Website. In cases where this WordPress website is hosted by Cultivate, Company shall have direct access to modify the website at all times and is the owner of the website, its content, its domain, and all information, rights, and property that comprise the website and shall have the right to host the website independent of Company with the exclusion of any WordPress Themes, Plugins or Add ons that are licensed by Cultivate and are non-transferrable to the Company. This may include the theme which controls the layout, style and structure of the website pages. Upon receiving a cancellation request from Company, Cultivate will supply a zipped backup of the WordPress site contents and database. Cultivate shall provide this within 30 days of such request. Company shall be required to pay all membership fees up to the requested cancellation date and such date must be provided 30 days in advance.
- RELATIONSHIP OF PARTIES. It is understood by the parties that Cultivate is an independent contractor with respect to Company, and not an employee of Company.
- INDEMNIFICATION: Company agrees that it shall defend, indemnify, save and hold Cultivate harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted by third parties against Cultivate, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Company, its agents, employee or assigns. Company agrees to defend, indemnify and hold harmless Cultivate against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed by Company in connection with Cultivate services, any material supplied by Company infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Company has sold or published.
- SUCCESS OR FAILURE OF COMPANY’S BUSINESS. Company specifically agrees and acknowledges that the success or failure of the business venture to be undertaken by Company under this Agreement depends upon the ability of Company as an independent business-person, on its business acumen, and on its diligence. Success or failure will also depend on other factors, such as market and economic conditions, beyond the control of Cultivate and Company. Company agrees that success or failure of Company’s business will not depend on or be affected by Cultivate’s performance under this Agreement. CULTIVATE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SUCCESS OF COMPANY’S BUSINESS, INCLUDING, WITHOUT LIMITATION, NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INTENDED USE, OR NONINFRINGEMENT.
- COPYRIGHTS AND TRADEMARKS: Company provides Cultivate and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Cultivate for inclusion in their marketing are owned by the Company, or that the Company has permission and or met requirements for website use from the rightful owner to use each of these elements and the elements are not, in whole or in part, pornographic or obscene. Company agrees it will hold harmless, protect, and defend Cultivate from any claim or suit arising by third parties from the use of such elements furnished by the Company.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. Company shall not use any trademark, service mark or trade name of Cultivate, nor shall Company hold itself out as having any business affiliation with Cultivate without obtaining specific prior written consent from Cultivate.
- SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Ohio.
- Necessary Company Survey & Cultivate Partners. Company agrees and understands that Cultivate receives financial support from Federal, State or Local authorities that help pay the cost for Cultivate to provide its services. Cultivate is required to collect survey information from Company’s it supports which include details about Company’s revenue, employment, employee demographics and other facts that are substantially similar to the survey required to utilize Cultivate Services. This data may be required semi-annually. Cultivate may also share any publicly available information on our business directory (website) and may share the publicly available information to other business directories that may be helpful to your business. Additionally Cultivate may make networking introductions to other Cultivate members or Community Partners that we believe are a good fit to assist you with needs expressed in our surveys and questionnaires.