Terms of Service
By using the Pronto Marketing services, you agree to be bound by the following terms and conditions. Pronto Marketing reserves the right to change the Terms and Conditions at any time without notice, and your continued use of Pronto Marketing constitutes your consent to such changes.
The column on the right provides a clearer, plain English overview of the terms of service,
and is not legally binding.
1. DESCRIPTION OF SERVICES. Pronto will provide an ongoing set of online services including website design, copy and editorial development, search engine optimization and website updates as described on the signup page for each specific service.
We'll provide the relevant service to you based on your subscription to our services.
2. LIMITATIONS OF SCOPE. Pronto will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
We can only provide the services which you've subscribed to with us, and can't be responsible for anything which is out of our control.
3. MANAGEMENT RESPONSIBILITY. Pronto will provide certain tools, methods and resources to Client that are intended to help Client grow and build its business. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. Pronto may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
We'll provide various solutions to help you grow, but we can't do everything ourselves - you're responsible for your own business and its success, as well as any legal or regulatory requirements.
4. COPYRIGHT. All content produced by Pronto within the scope of Services including software and web code, contents, graphics and design, or material developed or licensed by Pronto for Client as part of the Services is copyrighted by Pronto and remains the exclusive property of Pronto. Upon termination of this Agreement copyrights shall remain with Pronto. After twelve months of service and full payment if Client chooses to cancel this agreement per the conditions in Section 7 below all Pronto copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
In the event Pronto ceases business operations and providing the services described in this agreement all Pronto copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
We retain the copyright for anything we create or license for your service. If you've used our services for 12 months or more and your account is fully paid when you choose to cancel your service, you may use some content, such as images or text content, for your own marketing, with some restrictions.
5. CLIENT ACCOUNT. For the duration of the subscription to Pronto services, Client agrees not to take any action that would expose Pronto Marketing or other Pronto Marketing clients to any undue risk, including but not limited to, uploading malware or other malicious code, or attempting to disrupt, disable, or impair Pronto Marketing services or products. Each Client will have access to a Client Company account wherein individual Client user accounts can be created. Each Client user is solely responsible for the confidentiality, security, and management of their own user account and agrees to accept responsibility for all activities that occur under the account, including but not limited to, communications sent or received, services subscribed to, or payments made. If any unauthorized personnel gains access to a Client user account, the authorized user or a Client Company representative will notify Pronto Marketing as soon as practicably possible upon learning of said access. Each Client user will take reasonable steps to ensure the security of their user account, including maintaining confidentiality of their user account password.
We try to keep our platform as secure and efficient as possible, so please don't try to break it, and do your best to keep your account secure.
6. LINK. Customer hereby acknowledges and agrees that Pronto shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of Pronto services for referral and marketing purposes.
We're proud to have you as a customer, so we might recommend others to check out your website as well.
7. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. Pronto will start subscription billing to Client beginning the date client agrees to these terms of services as described in the payment plan in Section 8 below and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing or email. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Pronto the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by Pronto to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to Pronto’s Clients shall automatically terminate.
Once your website subscription has been cancelled, we'll maintain a copy of your website on an archived server for 3 years. All website files associated with the cancelled website will be permanently deleted after that 3 year period has ended.
Payments for your services will be processed every month on your billing date. If you want to cancel your services with us, give us 30 days' notice.
8. PAYMENT FOR SERVICES. Your "Billing Cycle Date" is the date on which you sign up for your initial service with Pronto.
For all Website Services - You will be charged a one-time Production Fee upon signup; your Monthly Recurring Fee will start being charged on your next Billing Cycle Date.
For all Other Services - You will be charged a prorated Monthly Recurring Fee once work on the service has commenced (if it is not your Billing Cycle Date); your full Monthly Recurring Fee will start being charged on your next Billing Cycle Date. Some services also have a one-time Setup Fee which will be charged upon signup.
For all Yearly Recurring Services - You will be charged the full Yearly Recurring Fee upon signup, with subsequent years’ charges on the same date.
For all Services with One-time Payments - You will be charged the full amount upon signup.
Client will pay monthly fees to Pronto for a subscription to Services as described in plan above in effect at the time of this agreement and for the license to use the Pronto web services, software and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions processed as described above. Pronto reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances.
We'll process payments for the services we provide to you, and send you regular invoices. Website monthly recurring fees will start 1 month after you sign up.
9. ACCEPTABLE USE. As part of the subscription to Pronto services, Pronto may provide services which are delivered by third parties and billed to Pronto. Pronto reserves the right to monitor the usage of these services, and, in the event that the usage is deemed excessive, to contact the Client to advise of the excessive usage, and to make arrangements to either decrease the usage of the relevant service(s), to bill the Client, in whole or in part, for the services delivered, or to throttle, suspend or terminate the use of the service.
We provide some services at no additional cost to you, however we need to place some limits on this in cases of excessive usage to ensure that this works for everyone.
10. WARRANTY. Pronto shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Pronto’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and Pronto disclaims, and client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. Pronto does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
We'll do our best to provide a professional, reliable and available service. We may occasionally experience interruptions in service, but we'll do our best to avoid it, whether it's our fault or not.
11. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of Pronto, Pronto’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by Pronto, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, Pronto and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, Pronto shall have no liability to client arising from or relating to any third party hardware, software, information or materials. Pronto is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though Pronto will attempt to prevent or minimize exposure to such risks.
We aren't liable for any damages or losses incurred outside of particular circumstances, and we'll try to prevent any damage to our systems and data.
12. INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Pronto and its licensors arising from products or services related to this Agreement. Conversely, Pronto shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of Pronto.
Outside of the previous conditions and in case of any legal disputes, we won't be liable for any payments or settlements, and, if you're involved in any legal disputes due to something we've done, or haven't done, you won't be liable.
13. GOVERNING LAW. You agree that these Terms and Conditions shall be treated as though they were executed and performed in Hong Kong and shall be governed by and construed in accordance with the laws of Hong Kong (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of Pronto services shall be brought solely in Hong Kong. Pronto Marketing is a dba of Tailwind Interactive, Ltd. 3rd and 5th Floor, Heng Shan Centre, 145 Queen’s Road East, Wanchai, Hong Kong.