PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY USING OUR SERVICE, YOU AGREE TO THESE TERMS AND CONDITIONS.

These Terms and Conditions (this “Agreement”) constitute a binding agreement by and among West 97 Inc. (“Provider”) and each customer of Provider’s service (“Recipient”). The west97.com website (“Site”) is comprised of various web pages operated by the Provider and is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (“Terms”). Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.

1. Definitions
   1. “Data Policy” refers to Provider’s standard data deletion policy, which may change from time to time.
   2. “Materials” refers to written and graphical content provided by or through the Service, including, without limitation, text, forms, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
   3. “Recipient Data” refers to data in electronic form that is input or collected through the Service by or from Recipient.
   4. “Privacy Policy” refers to Provider’s privacy policy, posted at Privacy Policy which may change from time to time.
   5. “Service” refers to Provider’s service. The Service includes such features as are set forth on Provider’s Site Privacy Policy. Such features may change from time to time, in Provider’s sole discretion.
2. Service & Payment
   1. Provider will provide the Service to Recipient pursuant to its standard policies and procedures then in effect. Provider may change, discontinue, or impose conditions on any Service.
   2. The applicable fees for the Service will be specified during communication with the client (“Fees”). Fees may be a flat fee or operated on an hourly rate basis. An initial retainer may be required to initiate the contract. Fees for work performed and invoiced shall be due within 15 business days, unless a written exception is made by Provider. Payment will not be processed through the Site. Fees will be made electronically to Provider’s bank, or through alternative third-party payment processors. If Recipient is paying by credit or debit card, Recipient authorizes Provider to store Recipient’s card information and charge Recipient for Service fees, either as a one-time fee or recurring hourly fee.  Provider will collect and remit sales tax where required by state laws, based on the Service and the address listed in Recipient’s Account. Retainer fees are refundable if work is never initiated.
   3. Changes to Fees.  Provider reserves the right to modify the Fees at any time upon notice, and such changes or modifications may be provided by an email message to Recipient, or in such other form of communication as may be designated by Provider from time to time.
3. Electronic Communications
   1. Visiting the Site or sending emails to Provider constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
4. Children Under Thirteen
   1. Provider does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use the Site only with permission of a parent or guardian.
5. Links to Third Party Sites/Third Party Services
   1. The Site may contain links to other websites (“Linked Sites”). Linked Sites are not under the Provider’s control and Provider is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Provider is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Provider of the site or any association with its operators.
   2. Third-Party. Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the Site, you hereby acknowledge and consent that Provider may share such information and data with any third party with whom Provider has a contractual relationship to provide the requested product, service or functionality on behalf of the Site’s users and customers.
6. Materials, Software, & Intellectual Property
   1. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.
   2. Intellectual Property in General.Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service. This Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site.
   3. Unauthorized Use. Provider’s content is not for resale. Recipient’s use of the Site does not entitle Recipient to make any unauthorized use of any protected content, and in particular Recipient will not delete or alter any proprietary rights or attribution notices in any content. Recipient will use protected content solely for Recipient’s personal use, and will make no other use of the content without the express written permission of Provider and the copyright owner. Recipient agrees to not acquire any ownership rights in any protected content. Provider do not grant you any licenses, express or implied, to the intellectual property of West 97 or our licensors except as expressly authorized by these Terms.
   4. Provider shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Recipient.
7. Online Policies
   1. Terms and Conditions Violations.Recipient will comply with the Terms and Conditions. In the event of Recipient’s material breach of the terms and conditions, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the terms and conditions requires that Provider take any action against Recipient or any other customer for violating the terms and conditions, but Provider is free to take any such action it sees fit.
   2. Privacy Policy.The Privacy Policy, posted at Privacy Policy applies only to the Service and does not apply to any third-party site or service linked to the Service or recommended or referred to through the Service. By using the Service, you acknowledge and agree that you are consenting to the release of information to others (in accordance with your privacy settings on those third-party sites).

8. Each Party’s Representations and Warranties.
   1. Recipient’s Representations.Recipient represents: (i) it will be responsible for compliance with this Agreement; (ii) it has accurately identified itself through its communication with provider and will maintain the accuracy of such identification; (iii) it will not make the Service available to unauthorized users; (v) it will not sell, lease, license or sublicense the Service
   2. Right to Do Business.Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement.
   3. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION 6, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; (II) PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL PERFORM WITHOUT ERROR OR IMMATERIAL INTERRUPTION

9. Limitation of Liability.THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PROVIDER MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. PROVIDER MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

10. Recipient agrees to defend, indemnify and hold Provider, its parent, officers, directors, employees, licensees, assigns, and affiliates harmless from and against all claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) arising from Recipient’s use of the Service.
11. Third-Party Services. In order to access and use some Services, Recipient may be required to subscribe to service offerings of certain third-party providers (“Third-Party Service(s)”). Provider will not be responsible for any loss or damage incurred as a result of Recipient’s use of Third-Party Services, regardless of whether Recipient was directed by Provider to such Third-Party Services. References made by Provider to a Third-Party Service shall not be construed as Provider’s approval or endorsement of such Third-Party Service.
    1. In order to fulfill the scope of a project, the recipient authorizes the provider to share client information with graphic designers, videographers, PR specialists, and other subcontractors as necessary. The provider will ensure that the subcontractors only use the client information for the purposes of fulfilling the scope of the project and will obtain written assurances from the subcontractors regarding the protection of client information. The recipient acknowledges that the provider is not responsible for any unauthorized access to or use of the client information by subcontractors or other third parties.
12. International Users. The Service is controlled, operated and administered by Provider from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use Provider’s Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

13. Data Management.
    1. Access, Use, & Legal Compulsion.Unless it receives Recipient’s prior written consent, Provider: (i) will not access, modify, or use Recipient Data other than as necessary to facilitate the Service; and (ii) will not give any third party access to Recipient Data.  Notwithstanding the foregoing, Provider may disclose Recipient Data as required by applicable law or by proper legal or governmental authority. Provider will give Recipient prompt notice of any such legal or governmental demand and reasonably cooperate with Recipient in any effort to seek a protective order or otherwise to contest such required disclosure, at Recipient’s expense.
    2. Provider will store Recipient’s data in Google Workspace, Copper, Provider’s invoicing system, and Apple Contacts.
    3. Recipient’s Rights.Recipient possesses and retains all right, title, and interest in and to Recipient Data, and Provider’s use and possession thereof is solely to provide and maintain the Service.
    4. Retention & Deletion.Provider will retain all Recipient Data as necessary. Recipient may request its data to be deleted by notifying the Provider in writing.
14. Termination/Access Restriction
    1. Provider reserves the right, in its sole discretion, to terminate Recipient’s access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section
    2. Recipients agree that no joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of this agreement or use of the Site. Provider’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Provider’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Provider with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
    3. Termination for Cause.Either party may terminate this Agreement for material breach by written notice, effective in thirty (30) days, unless the other party first cures such breach and provides notice to the other party.
    4. Effects of Termination.The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Service rendered before termination; (ii) Sections 6 (Materials, Software & Intellectual Property), 7(b) (Privacy Policy), 8(c) (Warranty Disclaimer), 9 (Limitation of Liability), and 10 (Indemnification) of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
15. Changes to Terms Provider reserves the right, in its sole discretion, to change the Terms under which the Site is offered. The most current version of the Terms will supersede all previous versions. Provider encourages you to periodically review the Terms to stay informed of the updates.
16. 1. Provider may amend this Agreement (including the Privacy Policy) from time to time by posting an amended version at its website. Recipient’s continued use of the Service following the effective date of an amendment will confirm Recipient’s consent thereto. This Agreement may not be amended in any other way.
    2. Independent Contractors.The parties are independent contractors. Neither party is the agent of the other and neither may bind the other in any way.
    3. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
    4. Force Majeure.To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
    5. Assignment & Successors.Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that Provider may assign this Agreement in connection with a sale or merger without the consent of Recipient. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
    6. Choice of Law & Jurisdiction.This Agreement will be governed solely by the internal laws of the state of California, without reference to its conflict of law rules. The parties irrevocably consent to the personal and exclusive jurisdiction of the federal and state courts located in Los Angeles County, California and the Central District Court of California, respectively.
    7. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    8. Conflicts among Attachments.In the event of any conflict between the terms of this Agreement and those of the Privacy Policy, the terms of this Agreement will govern.
    9. Entire Agreement.This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.

17. Contact Us. West97 welcomes your questions or comments regarding the Terms:

    West 97 Inc.
    2248 Broadway #1235
    New York, NY 10024

    Email: contact@west97.com

Effective as of February 2, 2023