Terms and Conditions
Please read these Terms and Conditions before using any FPM3 services.
All current Terms and Conditions can be found attached in this document. By accepting, or if the law says you have accepted, any FPM3 services or documents, please note that all FPM3 services and documents are subject to the current Terms and Conditions.
1. YOUR FPM3 SERVICES TO BE PERFORMED
You must have an FPM3 Plan (Estimate or Proposal) to receive any services from FPM3. Your FPM3 Plan describes the charges and features that FPM3 will provide to you, as well as optional features and services that can be provided. Any server or technical issues, that FPM3 is not responsible for, will be charged at the current hourly rate (FPM3 will provide a fee schedule upon request).
If you have a credit card account, or similar payment account on file with us, we will automatically charge it monthly, as per the agreement, or until payment has been made in full. All FPM3 services are payable in advance; If you do not have such an account on file, you must provide payment of 50% non-refundable deposit, should the project exceed 60 days, 25% against remaining balance, and then balance upon completion and approval by an authorized representative of your business, of design concepts. The balance is due upon completion of the project. Should you have a monthly account with FPM3, payment will be due upon completion of all services provided by FPM3 (or another payment period as agreed upon) in advance. In the case of online and standard media purchases (Google Adwords, Facebook Ads) and direct mail 100% payment is due up front prior to any campaign. In the case of website hosting/registration, FPM3 will continue to withdraw the payment, from the account you provided, annually on the one (1) year anniversary of the agreement (or you must continue to make payments monthly) until service is cancelled with 30 days written notice by an authorized representative of your company or FPM3, or you choose another payment period agreed upon by FPM3. The price of your FPM3 Plan may change over time, and you will be informed within 30 days in written notice of any changes. Current rates, at the time of the change, will be applicable for any outstanding balance.
The lease price of your website hosting, or Mingle® may have included prepayment for a period of time for your specified FPM3 Plan. If so, you must arrange payment to FPM3 after this period expires. If you have payment information on file, FPM3 will automatically charge you monthly, as previously explained above.
FPM3 will use the payment information on file for any other purchases you make from FPM3 (including any upgrades to your FPM3 agreement during the prepaid period). FPM3 may receive and use new or updated credit card account information from the financial institutions issuing your credit card (unless not permitted by the laws of the Province of Ontario, and the state of New York). If you do not have a credit card or other payment account on file, FPM3 will contact you to establish your method of payment.
3. STARTING YOUR FPM3 SERVICE
You can only receive and utilize FPM3 services by accepting these Terms and Conditions. Subject to the laws in the Province of Ontario, and the state of New York, you have accepted these Terms and Conditions and start your FPM3 service when you purchase or lease any FPM3 services, OR when you sign a written contract, OR when you speak with an FPM3 Advisor (Account Coordinator/Manager) and register for FPM3 services or products, OR when you (or an authorized representative of your business) uses any FPM3 services or accepts any of its benefits (i.e accessing your website with active FPM3 servers).
If ANY of the above actions are performed, you are bound by these Terms and Conditions and any later changes or amendments to it.
4. DURATION OF YOUR FPM3 SERVICE.
Your FPM3 service starts as set out above and continues without end until service is cancelled by either by you by 30 days written notice, or FPM3.
5. WITH 30 DAYS WRITTEN NOTICE YOUR FPM3 SERVICE
You may cancel your FPM3 service at any time. Cancellation must be in writing, from an authorized representative from your company, advising FPM3 that you wish to cancel your service. Unless your FPM3 Plan specifies otherwise, ALL payments made to FPM3 are final and no refund on deposits, or cash payment will be provided. You will not be entitled to any other refunds for FPM3 services or products. If you have an outstanding balance at the time of cancellation, and all work has been completed, FPM3 reserves the right to suspend all services and you may have to pay a reactivation, archive, or research fee.
6. HOW MUCH YOUR FPM3 SERVICE COSTS
You may obtain information on the pricing and services included in each FPM3 Plan by calling us or by asking an Account Representative to provide you with a current fee schedule.
7. TRANSFERRING SOME OF YOUR FPM3 SERVICE
Unless previously agreed upon with FPM3, you cannot transfer your FPM3 service to another business or person. However, exceptions can be made by FPM3 for the following reasons; You may be able to transfer any prepaid whole months remaining on your FPM3 Plan, not including any payment that was initially made in the purchase or lease price of the services provided, to a newly purchased or leased service provided by FPM3. You will have to request the transfer prior to canceling your service, and the new business must meet all FPM3 requirements for service.
8. REACTIVATING OR CHANGING YOUR FPM3 SERVICE
FPM3 will only accept requests from an authorized signing agent of your business to activate, cancel, change, reactivate, or transfer your FPM3 service. If any of the above requests are completed, you agree to pay any charges associated with these requests.
9. CHANGES TO YOUR FPM3 AGREEMENT; SERVICE LIMITS
To the extent allowed by the laws of the Province of Ontario, and the state of New York FPM3 may change your agreement or make material changes to your FPM3 service at any time after giving 30 days notice to you (or such longer period as required by law). This includes changing any or all of these Terms and Conditions, including the fees and services provided. FPM3 may place usage limits or create tiered pricing plans for any FPM3 service. If usage limits or tiered pricing plans are placed for any FPM3 service, be advised that if you exceed the tiered plan amount, you will be charged the current rates in effect for any overage above and beyond the agreed plan amount (FPM3 will provide a fee schedule upon request). You agree that FPM3 may use any credit card or authorized payment account that we have on file for payment of the above additional charges. AFTER RECEIVING NOTICE, YOU MAY CANCEL YOUR FPM3 AGREEMENT OR AGREE TO THE CHANGE. IF YOU DO NOT CANCEL, IN WRITING, YOUR FPM3 AGREEMENT WITHIN 30 DAYS OF THE NOTICE, YOU ARE AGREEING TO THE CHANGES, AND THEY BECOME PART OF THE AGREEMENT BETWEEN US.
10. HOW YOUR FPM3 SERVICE WORKS and SYSTEM LIMITATIONS
FPM3 services are only available in the continental United States and Canada. FPM3 services work using electronic communication networks connecting directly from Toronto, Ontario, Canada. NOTE: Not all FPM3 services are available everywhere, particularly in remote or enclosed areas, or at all times. The area that you are located and the computer system and service that you have may affect the service that FPM3 can provide to you, including but not limited to routing service.
In addition, some FPM3 services will not work unless you are in a place where you have a proper internet provider and your computer system is running at peak efficiency. Also, your network capacity, reception, and technology should be compatible with FPM3 when service is needed. FPM3 services that involve location information about your website cannot work unless all internet networks are free from obstruction, available in that place and are compatible with FPM3 services.
Some FPM3 services may not work if your FPM3 Equipment is not properly installed (by someone we have authorized, or instructed) or you have not maintained it and your computer and/or network is in good working order. If you attempt to add or modify any additional equipment or software to your network or computer, some FPM3 services may not work and FPM3 will have grounds to terminate your service. Your computer system and network also need to be compatible with the FPM3 service and technology provided by our server (Please note that this service and technology is subject to change at any time).
There are other problems beyond our control that may either prevent or impair us from providing some FPM3 services to you at any given time or place. Some examples are: slower computer systems, internet connections and/or online traffic, operating systems, firewalls, antivirus software, electrical system design and/or architecture of your business systems, damage to your system due to a computer virus, online network congestion, or if you are not using the latest version of your internet browser.
FPM3 is not responsible for any delay or failure in performance, if the failure or delay could have been prevented by reasonable precautions. Additionally, FPM3 is not responsible if such failure or delay is caused by acts of nature, forces, or causes beyond our control. Examples include: public utility electrical failure, acts of war, government actions, terrorism, civil disturbances, labour shortages or difficulties (regardless of cause). These Terms and Conditions also state that FPM3 is not liable for equipment failures including: internet, computer, telecommunication or any other crucial equipment that may fail.
11. SERVICE PROVIDERS
FPM3 works with many different companies, individuals and government entities to provide you with FPM3 services and FPM3 equipment. In these Terms and Conditions, “Service Provider” means any person, company, or entity who provides any service, equipment, or facilities in connection with FPM3 services or FPM3 equipment, including, but not limited to: wireless service providers, suppliers, licensors (including Her Majesty the Queen in Right of Canada), public safety answering points, emergency responders and service providers (such as police, fire and ambulance), internet providers, software developers, distributors and dealers.
12. CAUTIONS ABOUT SOFTWARE
Some FPM3 services involve software that may need to be, or FPM3 may want to, change from time to time. FPM3 may do this remotely, without notifying you first. Such changes may affect or erase data you have stored on the FPM3 server and we are not responsible for any lost data. You do not own the FPM3 software or acquire any rights to use or modify the FPM3 software on your own. Your computer systems also utilize software that FPM3 may need to change from time to time. By agreeing to these Terms and Conditions, you agree that FPM3 may do this remotely, or onsite without your consent.
13. CAUTIONS ABOUT THE MINGLE®
Some FPM3 services involve Adobe flash and HTML5 software. It can play and recognize many systems and operating systems, but not all. FPM3 cannot guarantee it will work with your, or your client’s, computer network
14. CAUTIONS ABOUT MOBILE BROWSER COMPATIBILITY
Some mobile devices may not be compatible with certain features of a mobile website such as importing CSV (contact files), viewing Adobe Flash pieces, engaging into a live chat program or viewing image gallery pop-ups. The following modern browsers are compatible with most mobile websites.
- iPhone OS 10+
- Android 7.0+
- iPad OS 10+
*Please note most modern mobile browsers no longer support Adobe Flash.
15. COMBINED PLAN (if available)
FPM3 may offer a combined plan that allows you to utilize and manage all hosting, registration, and design needs into one. If you choose such a plan, you will have a separate agreement for which you will be billed separately. If you breach that agreement, your FPM3 service may be interrupted or, in some cases, terminated.
16. YOUR RESPONSIBILITY FOR FPM3 SERVICE
It is your responsibility to make sure your computer, operating system, and internet service is working properly. If you cannot send an email, this means that your system is not functioning properly or it is inactive and should be checked by your network administrator. Even if your FPM3 service is activated and working, some FPM3 services (such as SPAM software) may not be available until you register. You will need to provide FPM3 with satisfactory identification before some FPM3 services can be provided. You will also need to provide us with an email address before FPM3 can provide you with certain services such as FPM3 Online Diagnostics. FPM3 may provide you with FPM3 services and create an account with personal information about you, unless you contact an FPM3 Advisor to cancel your service request. Should the issue not be the fault of FPM3, you may billed at our current hourly rate for technical support (FPM3 will provide a fee schedule upon request).
By reviewing these Terms and Conditions, you acknowledge and agree to use FPM3 services for business purposes only. You will not use any FPM3 service for fraudulent, unlawful, or abusive purpose. You will also refrain from using FPM3 services in any way that interferes with our provision of services to other customers. You will not abuse or do anything to damage FPM3 business operations, services, reputation, employees, facilities, or service providers. If you perform any of the above actions, you agree that you will be responsible for any monetary amount anyone else may claim from us, in addition to any expenses resulting in whole or in part from that use or your actions.
17. YOUR RESPONSIBILITY FOR INFORMATION RECEIVED THROUGH YOUR FPM3 SERVICE
Certain information you receive through your FPM3 services belongs to FPM3, or third parties who provide service through us. Service may be covered by one or more copyrights, trademarks, service marks, patents, or other legal protections. You will not use any content you receive through FPM3, unless it has been authorized by FPM3. The reselling of FPM3 information or usage for commercial purposes is strictly prohibited. In addition, you cannot copy, store, reproduce, distribute, modify, display, publish, perform, transmit, broadcast, or create derivative works from any FPM3 service.
18. YOUR RESPONSIBILITY TO PAY FOR YOUR FPM3 SERVICE
Depending on the service you choose, you will have different payment responsibilities, but payment must be paid on time in full (unless not permitted by the laws of the Province of Ontario, and the State of New York). If you choose to begin or end your service in the middle of a billing period, FPM3 will prorate the amounts owed or to be refunded (if applicable), at the time of your next scheduled payment date. You are responsible for paying all charges for services provided that are not expressly covered by your FPM3 Plan.
19. ADDITIONAL PAYMENT DETAILS
If you pay with a cheque, and it bounces, FPM3 may charge you a fee of up to $70 (unless not permitted by the laws of the Province of Ontario, and the State of New York). If your credit card is declined, or a cheque bounces, FPM3 may terminate or suspend your service. FPM3 will not recognize any restrictive language you try to include on cheques such as “payment in full”. FPM3 will refund credit balances of less than one hundred dollars upon request only.
20. YOUR RESPONSIBILITY TO TELL US RIGHT AWAY ABOUT BILLING DISPUTES
If you object to any fees or charges for services billed by or through FPM3, notification must be made in writing by you, or an authorized representative of your business, within 30 days after the fee or charge is incurred (unless not permitted by the laws of the Province of Ontario, or the State of New York). If no action is taken within the 30 days, you agree to the fees or charges billed by FPM3.
21. YOUR RESPONSIBILITY TO PAY FOR TAXES, FEES, AND SURCHARGES
You promise to pay all taxes, fees, and surcharges set by all municipal, state, provincial and federal government and charged to you by FPM3.
22. YOUR RESPONSIBILITY TO PAY FOR OTHER FEES AND CHARGES
Some FPM3 services may incur additional fees related to FPM3 costs to comply with government regulations. These can include items such as costs associated with the CRTC (Canadian Radio-television and Telecommunications Commission’s) contribution regime or other governmental fees. They are not taxes and are not required by law; They are kept by us or our providers in whole or in part, and are subject to change at any time.
23. YOUR RESPONSIBILITY FOR OTHERS WHO USE FPM3 SERVICES IN YOUR BUSINESS OR WITH YOUR PERSONAL IDENTIFICATION NUMBER. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF FPM3 SERVICES IN YOUR BUSINESS, EVEN IF YOU ARE NOT THE ONE USING IT, REGARDLESS IF YOU LATER CLAIM THE USE WAS NOT AUTHORIZED. YOU ARE ALSO SOLELY RESPONSIBLE FOR THE SERVICES REQUESTED BY YOU, OR BY ANYONE USING FPM3 SERVICES
Neither FPM3, or any service provider has any obligation to inquire about the authority of anyone using your FPM3 service. In addition, neither FPM3 or any service provider has any obligation to inquire about the authority of anyone using your Personal Identification Number or other information that can be used to identify your account to request services for your business. If the FPM3 system is used for any improper purpose, including committing a crime by either you, an employee, or any other person who may have access to your information, you will be solely responsible for any damages and fees that may be incurred as a result of such use.
24. YOUR RESPONSIBILITY FOR ALL TRANSACTIONS AND COMMUNICATIONS USING FPM3 SERVICE
You will assume full responsibility if you choose to carry out any transaction with anyone other than FPM3, using either FPM3 services or information received through us. Govern yourself accordingly.
25. OUR RIGHT TO TERMINATE OR SUSPEND YOUR FPM3 SERVICE
FPM3 may terminate your service without cause, in which case you will be given notice 30 days prior to the effective date of termination, after which your account will be deactivated and your service will terminate. This means that FPM3 may to cease providing the services to you at any time, for any reason, even if those reasons are unrelated to you or your account with FPM3. In these cases, refund of any amounts you have paid in advance will be made over one hundred dollars. Also, FPM3 may terminate your service without prior notice to you for any just cause. For example, breaching any part of your agreement with FPM3, including nonpayment to FPM3 or one of our service providers, interference with our efforts to provide service, interference with our business, or if your FPM3 service is used for illegal or improper purposes, will result in immediate termination of your FPM3 service and you may be liable for any legal or criminal charges. In addition, you will not have the right to reinstate your FPM3 service, even if you resolve any of these issues. The decision to reinstate your service again will be entirely up to the discretion of FPM3. Please be advised that FPM3 may suspend your service for any of the above stated reasons. FPM3 may also suspend your service for network/system maintenance or improvement, if there is network congestion or if your service is suspected of being used for any purpose other than what your contracted agreement with FPM3 states.
26. TRANSFERRING DOMAINS AND EMAILS FROM YOUR FPM3 SERVICE
Where allowed or required by law, and where technology permits, you may take, or “port” a domain assigned to your FPM3 Service and it can be used for another service provider. If you request a new service provider to port a domain from us and we receive your request from that new service provider, then we may not be able to provide you with FPM3 service (including email, SPAM or The Mingle®) after completion of the porting process. You may also have to take your computer to a technician to have your computer reconfigured. This may result in FPM3 and/or the dealer charging you additional fees. You are also responsible for any fees charged by the other service provider.
27. TRANSFER OF DOMAIN
We are not responsible for any theft of your domain.
You are responsible for any and all passwords to your domain and you are in control of who has access to such passwords, in regards to giving permission to another source, other than a representative of FPM3. This relates to emails or access to domain registered accounts directly in respects to controlling information (ie. email changes, password changes, website changes etc).
28. WHAT IF YOU SELL YOUR BUSINESS?
You are to notify us immediately if you sell your business. If you choose to sell or transfer your business and neglect to notify us, you will remain responsible for all charges pertaining to FPM3 services or any related domain renewal or hosting fees. It is your responsibility to clear all emails and old website content that you have stored on your FPM3 system before you sell or transfer your business. Any outstanding payments are to made in full. A new agreement will be established with the new company and our regular payment terms for new accounts will apply.
29. YOUR PRIVACY
FPM3 collects your personal and professional information in the following ways: the information provided when you register for any FPM3 services, your use of FPM3 services, FPM3 web pages you visit, communication; i.e calls or emails with FPM3, our service providers and through your website itself, when any FPM3 products are active. Personal information FPM3 may receive include your address, phone number, email address, language preference and disabilities.
Information FPM3 may receive from your website includes your website operation (including diagnostic codes, online stats, etc.), usage of FPM3 services, location of business, browsing information, FPM3 services that are relevant to your business, and Mingle® statistics (for example, responses to email campaign).
By reading these Terms and Conditions you agree that FPM3 may, subject to the laws of the Province of Ontario, and the State of New York, use any of this information to: (a) provide FPM3 services to you and/or your business; (b) communicate with you about your account; (c) check or maintain your FPM3 products; (d) obtain information about your business online and overall marketing performance and aggregate product usage, and to enable us to comply with the laws of the Province of Ontario, and the State of New York; (e) help you or your management; (f) provide information to your business or your associated third party companies for the purpose of providing FPM3 services requested by you, and to enable them to bill you for those FPM3 services (ie. outside streaming servers); (g) evaluate and improve your service; (h) enforce this agreement with you or others; (i) prevent fraud or misuse of FPM3 service; (j) comply with legal requirements, including valid court orders in criminal investigations; (k) protect the rights, property, or safety of you or others; (l) offer you new or additional products or services; (m) confirm your eligibility in any discount programs you have applied for; (n) perform market research; or (o) provide you with information about any essential computer system maintenance required by emailing your FPM3 website stats report.
You also agree that FPM3 may, subject to the laws of the Province of Ontario, and the State of New York; a) share your email address, including any email address collected through the FPM3 online website program, with our subsidiaries and affiliates; b) share your contact information, information about your current FPM3 services, your domain, and information about the use of your website features with our subsidiaries and affiliates, and our service providers for purposes of offering you products and services; and c) share your FPM3 status with companies with whom FPM3 has business relationships to determine eligibility in discount programs you have requested from those companies.
Because FPM3 provides service through internet networks, we cannot promise that your communications will not be intercepted by others. By reading this, you agree that FPM3 will not be liable for any damages or loss of privacy occurring in communication over such networks. FPM3 may communicate with you about your FPM3 services via email or phone. If you do not notify FPM3 of a sale or transfer of your business, you may continue to receive FPM3 website reports or other information about the business. In addition, FPM3 may continue to send account updates to the billing or email address currently on file. In any case, FPM3 is not responsible for privacy related damages that you or your business may experience.
30. OUR INTERACTIONS WITH FPM3 ACCOUNT REPRESENTATIVES
FPM3 may record and monitor conversations between you and our advisors to maintain and improve the quality of FPM3 service for subscriber issue resolution, training purposes or to simply promote and provide FPM3 service. Please note that our FPM3 account representatives may also remain on the line if they conference in a third party to assist in completing a service request. FPM3 may also randomly monitor your interactions with FPM3’s automated services for quality improvement purposes. FPM3 will not release any audio or physical records that are created as part of the FPM3 service without a subpoena (unless otherwise required by the laws of the Province of Ontario, and the State of New York).
31. NO WARRANTIES ON EQUIPMENT, INFORMATION, OR SERVICES
Warranties are special kinds of commitments. We do NOT offer any warranties, expressed or implied, for FPM3 servers, services, or any other equipment used with FPM3 services. However, you may have a warranty on FPM3 equipment or other equipment under the terms of a warranty related to your business. In addition, FPM3 cannot promise uninterrupted or problem-free service, and cannot guarantee that the data or information provided to you will be error-free. All data and information is provided to you on an “as is” basis. Neither FPM3, or any FPM3 service providers (including the Queen in right of Canada) make any representations, conditions, or warranties, express or implied, about FPM3 services, any data, information or services provided through it. This means, no representations, conditions, warranties of content, quality, accuracy, timeliness, completeness, correctness, reliability, merchantability, or fitness for a particular purpose. All such representations, conditions, and warranties are expressly excluded by this agreement.
32. LIMITATIONS OF LIABILITY
BOTH YOU AND FPM3 ARE WAIVING IMPORTANT RIGHTS. UNLESS FORBIDDEN BY LAW, WE EACH AGREE TO THE FOLLOWING:
- FPM3 is not liable for the actions or inactions of any service provider.
- FPM3 is not liable for (a) any injuries to persons or property arising out of, or relating to your use of FPM3 equipment or FPM3 services, or (b) any damages arising out of or relating to the installation, repair, or maintenance of FPM3 equipment.
- FPM3’s maximum liability to you in any circumstance (including but not limited to fraud, misrepresentation, breach of contract, personal injury, or products liability) is limited to an amount equal to the portion of the charges to you for the services relating to the period of service during which such damages occur.
- Unless otherwise provided in this agreement, your maximum liability to FPM3 in any circumstances (including but not limited to fraud, misrepresentation, breach of contract, personal injury, or products liability) is limited to any outstanding amounts owed to FPM3.
- Neither you or FPM3 may recover; (a) punitive damages, (b) treble, consequential, indirect, or special damages, or (c) legal fees. You cannot recover these types of damages or fees from any service provider, either. Both you and FPM3 agree to waive to the fullest extent allowed by the laws of the Province of Ontario, and the State of New York, any claim for damages other than direct, compensatory damages as limited in this agreement.
- FPM3 has no liability for service interruptions of 24 hours or less. To receive service credit for longer interruptions, you must notify FPM3, in writing, within 60 days after the time when that service interruption started. Except for any credits provided voluntarily by FPM3 for interrupted service as described above, no one is liable to you for dropped internet service, problems caused (or contributed to) by you, any third party, whether it be due to network congestion, weather, or any other circumstances that FPM3 and/or FPM3 service providers cannot control.
- Notwithstanding any other clauses in these Terms and Conditions, you agree to excuse any non-performance by FPM3 or any service provider caused in whole or in part by an act or omission of a third party, equipment failure, act of god, natural disaster, strike, equipment/facility shortage, or other causes beyond the control of FPM3 and/or FPM3 service providers.
- If another service provider is involved in any problem (for example, because of third party hosting), you also agree to any limitations of liability that it imposes on its customers.
- You agree that neither FPM3, or any FPM3 service provider who sends you data or information through FPM3, including her Majesty the Queen in right of Canada, is liable for any errors, defects, problems, or mistakes in that data or information.
- You have no contractual relationship whatsoever with any of FPM3’s service providers and are not a third party beneficiary of any agreement between FPM3 and any of FPM3’s service providers. Unless you have a separate contract, none of FPM3’s service providers has any legal, equitable, or other liability of any kind to you. You waive any and all claims or demands for such liability.
- You agree that the limitations of liability and indemnities in these Terms and Conditions will survive even after your agreement with FPM3 has ended. These limitations of liability apply to you, and to anyone using your internet service, creative design, and to anyone making a claim on your behalf, any claims made by your family, employees, customers, or others arising out of or relating to your FPM3 services or FPM3 equipment.
NOTE: Some jurisdictions do not allow an exclusion or limitation of incidental or consequential damages or certain other damages, so some of the limitations above may not apply in some situations.
33. YOUR RESPONSIBILITY TO REVIEW FINISHED PRODUCT AND ENSURE IT MEETS 100% CLIENT SATISFACTION.
FPM3 provides a 30-Day guarantee on projects and services. Once your website has gone live, after your approval and/or any print materials have been approved by you, it is your responsibility to check that all text, images, content, content management system functions, access to the site, email accounts, etc., are completely sound and meet your needs to 100% satisfaction within 30 days of completion. After 30 days, any dissatisfaction with your product and/or further revisions are required, will be quoted/billed separately, as required.
34. YOUR RESPONSIBILITY FOR INSURANCE
Any services FPM3 provides to you is intended to be a service for your business. The payments you make for that service are not related to the value of your business, property, or the cost of any injury or damages suffered by you. You hereby agree that you will obtain and maintain appropriate insurance (e.g errors and omissions) covering personal injury, loss of property, and other risks. For yourself and for anyone else claiming under you, you hereby release and discharge FPM3 and its service providers, their parents, affiliates, and subsidiaries, and the respective officers, directors, and employees of any of them from and against all hazards covered by your insurance. No insurance company or insurer will have any right of subrogation against FPM3 or its service providers.
35. YOUR RESPONSIBILITY FOR PAYMENT IN SOME CIRCUMSTANCES
In order to get FPM3 services, you agree that you will be responsible for any amount anyone else claims from us (or our service providers, including Her Majesty the Queen in right of Canada, their officers, employees, affiliates and agents) plus any expenses, resulting from any claim, demand or action, regardless of the nature of the cause of the claim, demand, or action alleging loss, costs, expenses, damages, or injuries (including injuries resulting in death) arising out of or in connection with; (a) the activities contemplated by your agreement with FPM3, whether brought by you, your employees, or third parties, even if due to the sole negligence of any of the FPM3 service providers; (b) the use or possession of data or information provided in connection with FPM3 services; (c) claims for libel, slander, or any property damage, personal injury or death, arising out of or related in any way directly or indirectly to this agreement; or (d) the use, failure to use, or inability to use FPM3 services, except where the claims result from the gross negligence or willful misconduct of any of the service providers.
In addition, if you have authorized FPM3 to charge amounts due against your credit card account or other similar account by supplying a valid credit card or account number, then your agreement in this section extends to claims, expenses, liabilities, or damages arising out of or in connection with use or ownership of the credit card account or other similar payment account, or from the issuer’s refusal to pay amounts charged to such account.
36. HOW FPM3 WILL RESOLVE DISPUTES
If both parties involved have a disagreement related to FPM3 services, a meeting will be set up to resolve the issue verbally in a professional manner. If the verbal resolution attempt is unsuccessful, both parties agree to use arbitration, not lawsuits (with the exception of small claims court cases), to resolve the dispute. It is also acceptable to contact a government agency or regulatory authority for help in these scenarios, if needed. The arbitration will be conducted pursuant to the applicable arbitration legislation in the Province of Ontario, Canada or in the State of New York, USA. In the event these arbitration requirements do not apply or a claim proceeds in small claims court, both parties hereby waive any trial by jury.
37. THE LAW THAT GOVERNS OUR RELATIONSHIP
To the fullest extent permitted by the laws of the Province of Ontario, and the State of New York, and except as explicitly provided otherwise, these Terms and Conditions and any disputes arising out of, or relating to them, will be governed by the laws of the Province of Ontario, and the State of New York, without regard to its conflict of law principles, and by any applicable tariffs, wherever filed.
38. COMMUNICATION WITH FPM3
Any written notice from you required by these Terms and Conditions will be considered given when FPM3 receives it at the address provided in the introduction of Terms and Conditions. Any written notice from FPM3 required by Terms and Conditions will be considered given when FPM3 sends it by email to any email address you have provided to, or within five (5) business days after the written notice is sent by regular mail it to you at the billing address provided. Any verbal notices will be considered given when FPM3 calls you or when you call FPM3 at 1.866.979.3673 (the call is toll-free in the United States and Canada).
39. WHO ELSE IS COVERED BY THESE TERMS AND CONDITIONS
FPM3 service providers and affiliates are intended beneficiaries of these Terms and Conditions. You agree that you will make any of your customers, employees and guests of your business aware of our rights and are subject to the limitations of these Terms and Conditions.
40. FPM3’S RELATIONSHIP WITH YOU
Without exception, these Terms and Conditions do not create any fiduciary relationships between you and FPM3, or with any of FPM3’s service providers. It also does not create any relationship of principal and agent, partnership, or employer and employee.
41. FPM3 MAY ASSIGN YOUR AGREEMENT
FPM3 may assign your agreement or your obligations to pay under it, in whole or in part to anyone FPM3 deems appropriate. You cannot assign your agreement with FPM3 or your obligations to anyone else, without the prior consent of FPM3.
42. INVOICING/PAYMENT POLICIES ON NEW PROJECTS
All initial deposits are non-refundable. In the event of special circumstances before any work has started, a refund may be given. This refund is at the discretion of FPM3, and not less than one hundred dollars. In the event that a special circumstance has arisen, the client must notify FPM3 immediately, and before any work on the project has been started by FPM3. If any of these situations occur, the status of the project will be assessed by FPM3 and a refund may be given within 30 days from the date of assessment.
POLICY 1 (Small Scale Projects)
Project Price Range: $100 – $500
100% paid upon completion within 10 days.
POLICY 2 (Moderate Scale Projects)
Project Price Range: $501 – $1,000
Deposit: One half (50%) of the total must be paid on approval of the agreement.
POLICY 3 (Large Scale Projects)
Project Price Range: $1,001 – $15,000+
Deposit: One half (50%) of the total must be paid on approval of the agreement.
Subsequent invoicing to be done based on the Invoicing Policy on Active Projects (see below).
NOTE: If any project is completed within 1-7 days (with the exception of projects for Retainer Clients), the original invoice of 50% will be voided and re-billed at 100% if applicable.
POLICY 4 (Retainer Clients)
Project Price Range: $500 – $2,000 per month
Billed per hour, based on FPM3’s current hourly rates. 100% must be paid within 30 days of receiving invoice.
NOTE: There will be a $100 minimum per month, regardless of work performed in any given month to hold your account status and monthly administration.
Project Price Range: $1,500 – $5,000 per month Billed per hour based on FPM3’s current hourly rates.
Deposit: 50% of the first month must be paid on approval of the agreement. This 50% will be applied to the following month’s bill. 100% must be paid within 30 days of receiving invoice.
NOTE: There will be a $200 minimum per month, regardless of work performed in any given month to hold your account status and monthly administration.
43. INVOICING POLICY ON ACTIVE PROJECTS; PROJECT MATURATION, AND ON HOLD PROJECTS
- Approval of Agreement – One half (50%) of the project total is due upon approval of the agreement.
- Approval of Concept Work / Artwork – One quarter (25%) of the project total is due upon approval of concept work / artwork.
- Completion – One quarter (25%) of the project total is due upon completion of the project.
NOTE: The terms listed above are based upon the set critical path agreed upon by FPM3 and the client. If a project extends the agreed upon critical path, the additional payment terms listed below will apply.
- After 3 months past original date of completion – 25% of the outstanding total will be invoiced. Invoice is to be paid within 30 days.
- After 6 months past original date of completion – If the project is not yet complete, the project must be re-evaluated by FPM3 and the client. If, due to circumstances, the project cannot be completed at that time, the remainder of the project will be voided. When the client is ready to proceed, the remaining elements of the project will be quoted at that time.
44. INVOICING POLICY ON FINISHED PROJECTS
When a project is complete and has been fully approved by the client, FPM3 will submit a final invoice. Web-based projects (i.e. website development, website updates, etc.), will only be uploaded live by FPM3, upon receipt of final payment. Please note that for design and print based projects, FPM3 will supply the client with all print ready files, upon receipt of final payment, to a downloadable link that will be available for fifteen (15) days, upon receipt of payment.
45. FINANCING & PAYMENT PLANS FOR NEW PROJECTS
Details for Internet Technology financing for new projects (NOTE: These projects must have a web or video component):
- Interest rate: 6%
- Financing amounts from $5,000-$50,000
- Four-year repayment period (including one-month principal payment postponement)
- Rates subject to change without notice
- Financing O.A.C. (The company must be established for a minimum two years in order to provide a record of financials.)
46. MONTHLY PAYMENTS OPTIONS FOR NEW PROJECTS
FPM3 is fairly flexible and will work on a plan for consideration that is based upon the client’s financial situation and the availability of funds.
47. FILE ARCHIVING AND RETRIEVAL FEES
File Archiving and Retrieval Fees (for working files and/or print ready files) will be billed at a minimum of 1 hour, which is based upon the retrieval of 1-3 files at a maximum size of 100MB (FPM3 will provide a fee schedule upon request). Anything over and above will be quoted separately. NOTE: All files are shared via a downloadable link that will be available for five (5) days, upon receipt of payment.
FPM3 appreciates your business and is providing you with written notice of these changes in order to serve you better. If you have any questions or concerns regarding your account with FPM3 or the new policies, please do not hesitate to contact your Account Representative at 905-777-9503 or [email protected].
48. CLIENT FILE RETENTION
Retention of files provided by FPM3’s clients via email or download links, will only be stored within FPM3’s servers for 12 months. These files may include any content documents (Word documents, text files, powerpoint slides, etc.), images (JPG, PNG, TIFF, EPS, etc.), miscellaneous file attachments (PDF), etc. Working design and development files will NOT be deleted after 12 months, please note.
Client design and development working files are stored for a minimum of 7 years on FPM3’s servers (by law of the Province of Ontario) to maintain their existence and use, and in the event the client would like to invest in further changes to the design and development of their company marketing material.
Please see clause 47 regarding the fee terms for requests of working files from our archives.
49. THESE ARE THE ENTIRE TERMS AND CONDITIONS
These Terms and Conditions and any other FPM3 documents incorporated in them, have been set out in their entirety, and are binding. These Terms and Conditions void all earlier versions or representations, oral or written. If any part of these Terms and Conditions are considered invalid by a court or arbitrator, the rest of them will remain enforceable. Even after your agreement with FPM3 has ended, the provisions in these Terms and Conditions will govern any disputes arising out of, or relating to your agreement. These Terms and Conditions are be binding on your heirs and successors and on FPM3’s successors. No waiver of any part of these Terms and Conditions, or of any breach of them, in any one instance will require FPM3 to waive any other instance or breach. In some circumstances FPM3 may decide to provide service to you voluntarily, even if you would not otherwise qualify. You agree that FPM3 will not be liable for anything resulting from provision of such service.
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