Finsbury Website Product Terms
IMPORTANT: THESE ARE THE PRODUCT TERMS (THESE “Finsbury Media TERMS”) PERTAINING TO Finsbury Media’s (“Finsbury Media” OR “WE”) CUSTOMIZED FINSBURY SITE PRODUCTS. THESE PRODUCT TERMS ARE REFERRED TO IN THE ADVERSTISING SERVICES TERMS AND CONDITIONS (THE “ADVERTISING TERMS”) AND ARE INCORPORATED THEREIN.
PLEASE READ THIS CAREFULLY. YOUR EXECUTION OF AN BOOKING FORM FOR ADVERISING SERVICES WHICH INCLUDES FINSBURY SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE FINSBURY MEDIA TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE FINSBURY SITE TERMS AND THE ADVERTISING TERMS AND/OR ORDER FORM, THESE FINSBURY SITE TERMS SHALL CONTROL.
WE RESERVE THE RIGHT TO MAKE CHANGES TO THESE PRODUCT TERMS AND/ OR THE SERVICE AT ANY TIME. IN ACCORDANANCE WITH THE PROCEDURE SET OUT IN THE SECOND PARAGRAPH OF THE ADVERTISING TERMS
Terms not defined herein shall have the meaning set forth in the Advertising Terms.
Finsbury Site is a customized website that works in conjunction with Finsbury Site. You will be able to choose from a range of designs for your website, which will include:
- A website using responsive design to automatically optimize your site for mobile devices
- 10 to 15 pages, as needed
- 6 to 10 pages of original website may be incorporated into Finsbury Site, after SEO optimization (if needed)
- Licensed graphic content, as needed
- 1 hour per month of website services such as website information updates, posting new Client Content or even switching to a different website theme to refresh your website’s look and feel (if you request services beyond your included monthly service time, you will be quoted an additional fee at our then prevailing hourly rate)
- Native incorporation of Finsbury Media’s Tracking Services (which are subject to the Product Terms for such services and which are incorporated into this Agreement)
- Website Hosting
- Set-up or revision of your Local Profile (as described below)
- Access to Finsbury Media’s website content management system, which allows you to upload content and make certain adjustments and revisions to your website
Finsbury Site’s lead conversion software, mobile app and enhanced Tracking Services will allow you to get the most out of your Finsbury Site. Please see the Finsbury Site Product Terms for information on the terms governing Finsbury Site.
Set-Up. Immediately upon purchase of a Finsbury Site, we will begin writing custom content for your website based on your business, products/services and goals for the website (the “Custom Content”), and designing your website based on the theme you select. We will schedule a consultation with one of our service professionals to take place one to two weeks after your purchase of a Finsbury Site to review the completed website. We will also send you multiple communications regarding the creation and set-up of your website, including a link to your completed website for review, and we ask that you provide any feedback or revisions within the requested timeframes. However, if you are unable to review the materials or the completed website within the requested timeframes, we will launch your website so you can enjoy its benefits immediately, and any revisions can be made later after your review.
Registration Information. During the set-up process, you will provide Finsbury Media with various information required to create your website. You acknowledge and agree to provide true, accurate, current, and complete information about your business and agree to promptly update the information if any of it changes. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Finsbury Media has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Finsbury Media may suspend your website and/or Finsbury Media may terminate its obligations hereunder.
Domains. If requested, Finsbury Media will provide an internet domain name for your website, subject to availability. If your website uses a domain you provide, you will be solely responsible for maintaining your internet domain name, including all renewals and paying all applicable registration and maintenance fees. In addition, you represent and warrant that you own all rights to such domain name or, alternatively, that you have the right to use the domain name in connection with your website.
Finsbury Media Properties and Third-Party Directories. Finsbury Media may create and post online, in the Finsbury Media Properties or the directories of third parties, profile page(s) for you, which may include the following information: your name, phone number, email address, physical address, photos, videos, and information regarding your products or services and your business (the “Local Profile”). You acknowledge that because of the nature of the Internet, your Local Profile may remain on the Finsbury Media Properties or third-party sites even after Finsbury Media is no longer providing Advertising Services to you. Such Local Profiles may also utilize the Tracking Services.
Finsbury Media Attribution. Finsbury Media may include its name and/or logo, along with a hyperlink to a Finsbury Media website, on one or more of your website pages.
Description of Fees. You agree to pay for your Finsbury Site subscription the following, in the amounts set forth on the Order Form:
i. Cycle Payment refers to the per-cycle subscription fee for Finsbury Site. Each “Cycle” of Finsbury Site consists of 30 days, unlike our Media Products whose Cycles may vary. Your initial Cycle will begin upon Finsbury Media’s acceptance of your Order Form and prior to your website going live.
ii. Set-Up Fees refers to one-time fees for the set-up of Finsbury Site websites that require the migration of a significant amount of content. Any applicable Finsbury Site Set-Up Fees will be set forth on your Order Form, which will also indicate the maximum number of website pages included.
iii. Other Fees refers to any other fees for additional services that you request, such as for providing additional content or providing an SSL certificate.
Timing of Payment. Prior to your initial set-up consultation, you will pay the Cycle Payment for the initial Cycle, and any Set-Up Fee or Other Fees, if applicable. You shall also remit the Cycle Payment in advance of the beginning of each subsequent Cycle. You understand and acknowledge that all amounts owed must be paid in advance of each Cycle and that, in addition to being in breach of your contractual obligations, your Finsbury Site website may become inaccessible if timely payment is not made.
Manner of Payment. Finsbury Site Cycle Payments may only be paid by credit card and direct debit.
Your Finsbury Site subscription will begin upon Finsbury Media’s acceptance of your Order Form and payment of your first Cycle Payment, and shall continue until cancelled in accordance with the Advertising Terms.
EARLY TERMINATION PENALTY
Should a client cancel any service (as listed on contract) and has not completed the agreed length as per the contract (Agreement length) a penalty charge will be applied for early termination – the penalty charge will consist of all fees including budgets (PPC and social media advertising) and is payable within 7 days.
Finsbury Media Acceptable Use Policy
In order to foster a positive and safe community experience, your use of Finsbury Site must comply with the Finsbury Media Acceptable Use Policy. Failure to do so may result in the suspension of your account and/or Finsbury Site and, in some cases, termination.
Your Obligations: You must ensure that all use of personal information collected through Finsbury Site is conducted in accordance with applicable data privacy laws. If Finsbury Media reasonably believes that you are not using such personal information in accordance with such laws, Finsbury Media reserves the right to immediately suspend the provision of the Advertising Services by written notice to Client, and if Client fails to provide reasonable assurances that it will use such personal information in a compliant manner within seven (7) days of such notice, terminate the Agreement for material breach
- You will not trade, rent or sell users’ personal information
- You will not share users’ personal information with third-parties for marketing and promotional purposes
- You will allow users to opt-out of receiving marketing and promotional communications from you by email, phone and/or automated unsubscribe technology
- Upon request, you will provide users information regarding what data you have about them, change/correct data about them, and/or delete data about them
- You will not knowingly collect or use any personal information from children under the age of 13, and
- You will take reasonable physical, electronic and procedural safeguards to protect users’ personal information.
Access to Information. You understand and acknowledge that Finsbury Media may, for purposes of quality assurance and campaign assessment as part of our Advertising Services only, access the information that you store in, and messages that you send through, Finsbury Site. It is your obligation to advise Finsbury Media if you want such access to be limited and to determine whether your use of Finsbury Site is in compliance with any privacy practices to which your business may be subject (which may affect Finsbury Media’s ability to provide certain elements of the Advertising Services).
Disclosure of Information. In addition, you understand and acknowledge that we may disclose such of your information relating to you or your employees, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law. For the avoidance of doubt, we will only disclose information relating to your customers where required to do so by law.
In addition to data privacy compliance, you acknowledge and agree that you are solely responsible for providing any disclaimers, notices or other content that you may be required to include on your website due to legal, licensing or other requirements specific to your profession, business, location or any other requirements. Similarly, if you are prohibited from making certain statements on your website due to legal, licensing or other requirements, it is your sole responsibility to inform Finsbury Media of such limitations and confirm your website is compliance in connection with each required approval. For example, if you are providing regulated services and the law or your industry body’s rules require you to include certain disclaimers on advertising materials, it is your responsibility to provide such disclaimers.
Finsbury Site License. Subject to this Agreement, Finsbury Media hereby grants you a limited, revocable, non-transferable and non-exclusive license to your Finsbury Site. This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Finsbury Media Materials (as defined below), or otherwise distribute in any way the Finsbury Media Materials other than as specifically permitted in these Product Terms. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Finsbury Media Materials, create derivative works based on or in any manner commercially exploit the Finsbury Media Materials, in whole or in part, other than as expressly permitted in these Product Terms. Upon the cancellation of your Finsbury Site service, Finsbury Media shall immediately make your Finsbury Site website inaccessible (subject to the transition assistance described below) and you will no longer have any rights to your Finsbury Site and the Finsbury Media Materials, except that you will have a perpetual nonexclusive license to use and publicly display the Custom Content in conjunction with advertising and promotional projects, entertainment applications, or prints, posters or other promotional purposes, but not for resale, license or other distribution. Finsbury Media reserves all rights not expressly granted in this Agreement.
Platform License. Upon execution of an Order Form and for so long as an Order Form is in effect that includes Finsbury Site and you have paid all fees in accordance with section 3 , you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access Finsbury Media’s Finsbury Site content management system that allows you to upload content and make limited adjustments and revisions to your website. Without limiting any other disclaimers contained in the Agreement, Finsbury Media will in no way be responsible for any errors, defects or downtime caused by your use of the content management system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to the content management system to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact Finsbury Media. Finsbury Media is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in the content management system, software, data, applications, methods of doing business or any elements thereof, or any content provided therein (including any templates provided). You may only access the content management system via a Web browser, a mobile application or in a manner otherwise approved by Finsbury Media. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the content management system. Finsbury Media may terminate the foregoing license, at any time in the event of your breach of the terms stated herin.
Finsbury Media Materials
Ownership. Other than any Client Content (as described below), (i) all material and services comprising Finsbury Site, including, but not limited to, the design of and “look and feel,” layout, email templates, photographs, graphics, images, text, audio, video, messages, interactive and instant messaging, design and functions, software, software documentation, files, documents, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Finsbury Media Materials”), and (ii) all of Finsbury Media’s trademarks, logos, and brand elements (“Finsbury Media Marks”), are owned by Finsbury Media or other parties that have licensed their material or provided services to Finsbury Media, and are protected by copyright, trademark, trade secret and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any Finsbury Media Materials or Finsbury Media Marks.
Infringing Content. Finsbury Media will promptly notify you if the use of any Finsbury Media Materials infringes or could infringe the intellectual property rights of any third party. You should also promptly notify Finsbury Media if you receive any claims that Finsbury Media Material infringe third parties rights In such event, Finsbury Media will remove such Finsbury Media Materials from your website and will use commercially reasonable efforts to provide replacement content. You agree not to use any such Finsbury Media Materials after notice of such infringement or potential infringement.
Your Content and Data
Content. As between you and Finsbury Media, you own all of the content, including any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information, that you provide to Finsbury Media for inclusion in your website or that you directly (or indirectly via website visitors) add, post or share via Finsbury Site or your website (referred to as “Client Content”). You hereby grant Finsbury Media and its affiliates a perpetual, irrevocable, license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your Client Content in connection with your Finsbury Media website. Finsbury Media may use your Client Content to the extent it is (or has been) accessible on your website to advertise and promote Finsbury Site, and may list and otherwise refer to you and your business as users of the Finsbury Site service. Finsbury Media’s license to your Client Content is non-exclusive, meaning you may use your Client Content for your own purposes or let others use your Client Content for their purposes. Finsbury Media’s license to your Client Content is fully-paid and royalty free, meaning Finsbury Media does not owe you or any third party anything else in connection with Finsbury Media’s use of the Client Content. Finsbury Media may exercise its rights anywhere in the world.
Representations. You are legally responsible for your Client Content and Finsbury Media is in no way responsible for it. You represent and warrant that:
- You own all rights to Client Content or, alternatively, you have the unrestricted right to give Finsbury Media the rights described above, including the right to display the Client Content on your website.
- You have paid and will pay in full any fees or other payments that may be related to the use of the Client Content, and
- The Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.
Other. In view of providing the Advertising Services, Finsbury Media may, but has no obligation to, monitor the Client Content or Customer Data on your website or stored in Finsbury Site. We may, subject to the terms sated herein, disclose any information necessary or appropriate to satisfy our legal obligations, protect Finsbury Media or its customers, or operate the Advertising Services properly. Finsbury Media, in its sole discretion, may refuse to post, remove, or require you to remove, any Client Content or Customer Data, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. Finsbury Media may, in its discretion, also require you to place all or any portion of the Client Content behind password protection. If Finsbury Media has requested Client Content be placed or has placed Client Content behind password protection, you may not publish the password or similar information in any way that limits the effectiveness of the password. If Finsbury Media requests that you place any Client Content behind password protection and you fail to do so promptly, Finsbury Media may place such Client Content behind password protection itself, or immediately terminate this Agreement.
Depending on the Advertising Services you purchase and your individual circumstances, you may give Finsbury Media access, including by providing login and password information, to certain third-party accounts and services such as Google+, directories, and Google Analytics, to allow Finsbury Media to use and or modify those sites on your behalf. When you give Finsbury Media access to a third-party site, or request that Finsbury Media establishes an account with a third-party site, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Finsbury Media such access, login information and passwords. In addition, you are authorizing Finsbury Media to use the functionality of such third-party site on your behalf, in any manner Finsbury Media sees fit. Finsbury Media will take actions such as registering you with such third-party site, and managing and accessing your account and information (including listing and profile information) on such third-party site. Because of the interconnected nature of the internet, your information posted to third-party sites may be difficult to remove. For example, even if your information is removed from or updated on a third-party site, it may persist on other websites (including other websites) or may be cached in search engine indexes.
Unless your Finsbury Site service is terminated because of your breach of this Agreement, upon termination of your Finsbury Site service and for a period of 30 days thereafter (the “Transition Period”), Finsbury Media will use commercially reasonable efforts to provide you transition assistance, including:
- Transferring ownership of any domain that Finsbury Media may have obtained on your behalf
- Working with you to enable you to have continued access to your presence on third-party sites (for example, by providing you with instructions on how to transfer the accounts; provided, Finsbury Media will not provide or transfer to you any Finsbury Media-hosted e-mail addresses or passwords)
- Providing a disk or other method to transfer you the Custom Content, and
- Providing such other assistance as Finsbury Media may choose to provide in Finsbury Media’s sole discretion.
After the Transition Period, Finsbury Media will have no further obligation to provide you assistance and Finsbury Media shall have the right, but not the obligation, to delete all of your Client Content. You acknowledge and agree, however, that Finsbury Media is under no obligation to remove any content that has been disseminated to third-party sites.
In purchasing Finsbury Site, you agree to receive communications from time to time from Finsbury Media via email or text message in relation to Finsbury Media Advertising Services. You may stop receiving these alerts by modifying your notification settings from within your account in the Finsbury Site Platform. You acknowledge and agree that we may send a response email or text message solely to confirm your change in settings.
Comments and Feedback
Any questions, comments, suggestions, ideas, feedback, or other information provided by you to Finsbury Media are not confidential and you hereby grant Finsbury Media a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such information as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
In addition to the indemnification obligations set forth in the Advertising Terms, you agree to indemnify, defend, and hold harmless Finsbury Media and its third-party affiliates from and against any and all claims, liabilities, damages, losses, costs, fines, expenses, fees of any kind (including reasonable attorneys’ fees and expenses), arising from or relating to: (i) Finsbury Media’s use of any Client Content; (ii) Finsbury Media’s use of the Custom Content (except relating to copyright infringement), provided that it is in accordance with the terms of this Agreement and has been approved by you; and (iii) violation of the terms and conditions of any third-party site by you or anyone using your account.
DISCLAIMERS. IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE ADVERTISING TERMS, FINSBURY MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF FINSBURY MEDIA (INCLUDING ANY REPORTING, ANALYTICS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR FINSBURY SITE (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER).