THIS IS A LEGAL DOCUMENT BETWEEN YOU (“THE SUBSCRIBER”) AND ROOTFIN, LLC STATING THE TERMS AND CONDITIONS UNDER WHICH SUBSCRIBER MAY USE OUR SERVICES. BY CLICKING ON THE CHECKBOX OR USING OR ACCESSING SERVICES, SUBSCRIBER INDICATES THAT SUBSCRIBER HAS READ AND UNDERSTANDS THE AGREEMENT AND AGREES TO BE BOUND BY THE TERMS SET FORTH IN THE AGREEMENT. IF SUBSCRIBER DOES NOT AGREE WITH THE AGREEMENT, SUBSCRIBER SHALL NOT USE OUR SERVICES.
SELLTERMLIFE SUBSCRIBER AGREEMENT
This SellTermLife Subscriber Agreement (“Agreement”) is made as of the Effective Date, by and between Rootfin, LLC, with offices located at 100 Congress Suite 2000, Austin TX 78701 and the party identified as Subscriber on the Subscriber Application (“Subscriber”).
WHEREAS, Rootfin, LLC developed and owns this website and marketing consulting service; and WHEREAS, Subscriber desires website and marketing assistance; and WHEREAS, Subscriber is familiar with the SellTermLife.com website and marketing consulting service and has determined that the service will satisfy the requirements of Subscriber; and WHEREAS, Subscriber desires to use the website and marketing consulting in accordance with the terms and provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and Rootfin, LLC hereby agree as follows:
ARTICLE I: SCOPE OF SERVICES
Section 2.01 – Access: Rootfin, LLC hereby grants Subscriber a custom website, hosting, NinjaQuoter subscription and SellTermLife private community entry.
ARTICLE II: HOSTING SERVICES
Section 2.01 – During the Term, Rootfin, LLC shall host the Subscriber website on WPEngine. During the Term, Rootfin, LLC shall be responsible for all direct costs incurred to host the Subscriber Website. Upon termination or cancellation of this Agreement, Rootfin, LLC shall no longer host the Subscriber Website and Subscriber shall not have access to the Subscriber Website. Upon request by Subscriber and approval of Rootfin, LLC in writing, Rootfin, LLC shall transfer the Subscriber website to their own hosting for a fee equal to a total payment of $2500 less any fees paid by the subscriber excluding the setup fee. If Subscriber cancels after 30 months, Rootfin, LLC will transfer the website to any hosting of Subscribers choice and the subscriber will pay a fee of no more than $200 to take care of the transfer expenses.
Section 2.02 – Back-Up: Rootfin, LLC shall perform routine backup of all files stored on the System.
Section 2.03 – Domain Name Registration: Subscriber hereby acknowledges and agrees that Subscriber shall be responsible for registering and the pointing of an existing Domain Name(s) for the Subscriber Website with a Registration Company, except as otherwise agreed by the parties.
ARTICLE III : TERM OF AGREEMENT
Section 3.01 –Term: This Agreement shall be valid for the Term. The Term shall automatically renew on that certain numeric day of the next succeeding monthly occurrence of the numeric day that is the same numeric day of the Effective Date unless this Agreement is earlier terminated or canceled as provided hereunder.
Section 3.02 – Termination Limitations: This Agreement shall only be terminated or canceled as provided under this Article IV.
Section 3.03 – Termination: Either party may terminate this Agreement for convenience upon providing seven (7) days advance e-mail notice of termination to other party.
Section 3.04 – Cancellation for Cause: If Subscriber fails to comply with any obligation under this Agreement, Rootfin, LLC may cancel this Agreement by sending Cancellation Notice describing the noncompliance to Subscriber. Upon receiving Cancellation Notice, Subscriber shall have ten (10) days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required ten-day period, Rootfin, LLC shall have the right to cancel this Agreement as of the eleventh (11th) day following the date of the Cancellation Notice.
Section 3.05 – Deactivation and Removal: Upon termination or cancellation of the Agreement, Rootfin, LLC shall have the right to disable and deny the Password and cease all Subscriber access to all Website services if within 30 months of subscribing. Upon termination or cancellation of the Agreement within 30 months, Rootfin, LLC shall destroy all Subscriber Content in its possession, except as otherwise agreed by the parties as follows. Upon request by Subscriber and approval by Rootfin, LLC in writing, Rootfin, LLC shall assist Subscriber to transfer the Subscriber Content to Subscriber or a third party if Subscriber pays transfer fee of $1750. Upon termination or cancellation after 18 months of use, Rootfin, LLC will transfer all Website assets over to Subscriber at Rootfin, LLC cost up to $250.
ARTICLE IV : FEES
Section 4.01 – Subscriber Fee: Subscriber shall pay the Subscriber Fee to Rootfin, LLC in advance of each Term as set forth in the Fee Schedule. Neither the Subscriber Fee nor any portion thereof shall be refunded by Rootfin, LLC in the event of termination of this Agreement by Subscriber or cancellation of this Agreement by Rootfin, LLC. Rootfin, LLC shall have the right to modify the Fee Schedule from time to time, however all current subscriptions will remain at the subscription level they initially purchased.
Section 4.02 – Failure to Pay: Subscriber failure to pay any amount (or any portion thereof) when due shall constitute a material breach of the Agreement and shall be sufficient cause for cancellation of the Agreement.
ARTICLE V: WARRANTY
Section 5.01 – Warranty: Rootfin, LLC hereby represents and warrants that the Services shall be provided on a reasonable efforts basis and shall conform to the standards generally observed in the industry for similar services.
Section 5.02 – Loss of Subscriber Content: Programming, website design errors, maintenance of the website, or unauthorized access to the website by anyone besides Rootfin, LLC may result in the loss of Subscriber Content. Rootfin, LLC shall not be responsible for any loss of Subscriber Content.
Section 5.03 – Merchantability Limitation: Subscriber is solely responsible for determining whether the Website and Marketing Consulting are suited for Subscriber’s needs and the results obtained from the Website and Marketing Consulting. Rootfin, LLC makes no claim that the Website and Marketing Consulting is suitable for the needs of Subscriber.
ARTICLE VI : MISCELLANEOUS
Section 6.01 – Assurances: Subscriber represents and warrants that all representations, warranties, recitals, statements and information provided to Rootfin, LLC under this Agreement and the Subscriber Application are true, correct, and accurate as of the Effective Date.
Section 6.02 – Entire Agreement: This Agreement contains the entire understanding of the parties relating to the SellTermLife.com Website and Marketing Offer by Rootfin, LLC and supersedes all previous verbal and written agreements between Rootfin, LLC and Subscriber relating to the SellTermLife.com Website and Marketing Offer. The Subscriber Application, Policy Statement, and Fee Schedule (as modified by Rootfin, LLC from time to time) are incorporated herein by this reference and made a part of this Agreement.
Section 6.03 – Amendments and Modifications: Excepting modifications to the Policy Statement and Fee Schedule, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by the parties hereto.
Section 6.04 – Severability: If a provision of this Agreement is rendered invalid the remaining provisions shall remain in full force and effect.
Section 6.05 – Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section 6.06 – Governing Law: This Agreement is governed by the laws of the State of Texas, without regard to any rules of conflict or choice of laws that require the application of laws of another jurisdiction, and venue shall be Austin, Texas.
Section 6.07 – Subscriber Notice: All notices shall be in writing. Notices to Subscriber shall be deemed delivered when delivered electronically, by commercial overnight delivery service, by Certified or Registered Mail – Return Receipt Requested – or by hand to an address set forth for Subscriber on the Subscriber Application. Notices to Subscriber shall be deemed given on the date notice is delivered electronically or by hand to Subscriber or on the date of receipt by Subscriber (as evidenced in the case of Certified or Registered Mail by Return Receipt), whichever occurs first. Notices delivered to Subscriber electronically (including, without limitation, electronic mail) shall be deemed written notices.
100 Congress Avenue Suite 2000
Austin, TX 78701
Section 6.08 – Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).