2. WEBSITE CONTENT: All content available on the Site is the copyrighted work of AveSocial. Any reproduction or redistribution of this Site, in whole or in part, without the written permission of AveSocial is expressly prohibited by law, and may result in civil and criminal penalties. All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”), as well as the coordination, selection, arrangement and enhancement of such Proprietary Material, that users see or read on the Site is owned by AveSocial or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Users may not copy, download, use redesign, reconfigure, or retransmit anything from the Site without AveSocial’s prior express written permission. AveSocial makes no representations about the suitability of the information or content contained on the Site for any purpose. All such materials are provided “as is” without warranty of any kind. AveSocial disclaims all warranties and conditions with regard to the Site, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non- infringement. In no event shall AveSocial be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of information available from the Site.
3. NO UNLAWFUL OR PROHIBITED USE: As a condition of your use of the Site, you will not use the Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or the servers that host it, or interfere with any other party’s use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site, or accounts, computer systems or networks that may be accessed through the Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
AveSocial may terminate your access to the Site at any time and for any reason with or without notice to you. AveSocial shall not be liable to you for any loss associated with termination of such access.
5. MODIFICATIONS TO THE SITE: AveSocial reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or any content or information on the Site with or without notice to the user and AveSocial shall not be liable to user or any third party for any modification or discontinuance of the Site.
6. MISCELLANEOUS: Failure by AveSocial to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right.
These Terms, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms or use of the Site shall be exclusively brought in the federal, state or local courts located in Hartford, Connecticut; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by these courts, and (ii) waive any jurisdictional, venue or inconvenient forum objections to such courts.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms shall remain in full force and effect.
7. DEADLINES: Client is responsible for meeting time deadline(s) associated with AveSocial’s performance of the deliverables which may include but are not limited to deadlines for providing content and/or approvals. AveSocial is not responsible for late deliverables resulting from Client’s failure to meet time deadlines specified by AveSocial. Client also understands that if it makes changes in scope, requests additional deliverables or requires revisions of work delivered beyond what was set forth in the Service Agreement during the course of a project, this will affect the deadlines originally set at the outset of the project and AveSocial will not be considered to have failed to meet the deadline set forth in the original Service Agreement for that project.
8. CONTENT: Unless otherwise specifically stated as a part of the deliverables in the Service Agreement, Client is responsible for providing all content necessary for AveSocial’s performance of the deliverables, including but not limited to written copy, logos, photographs, video, music, fonts and/or other materials. The pricing reflected in your Service Agreement with AveSocial assumes that content will be readily provided to AveSocial in a manner specified by AveSocial, in acceptable format(s), and that AveSocial
will not be required to pull content from other Client website(s), follow up with prior vendors of Client, find content from third party sources or otherwise spend time obtaining, aggregating or organizing content on Client’s behalf. In situations where AveSocial must locate, aggregate, organize or create content on Client’s behalf, Client will be charged for such additional time.
9. Where Client is providing content, Client shall be responsible for obtaining all required licenses, permissions and/or approvals for use of such content. Client warrants and agrees that where it has provided content to AveSocial, it has full legal authority to use such content and/or has obtained the required licenses, permissions, and/or approvals and warrants that such content is not in violation of any third party’s copyright(s), trade or service marks or other intellectual property rights. Further, client assumes responsibility for the accuracy, spelling and truthfulness of all content it provides to AveSocial. All Client- provided content including all pre-existing trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to AveSocial a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with AveSocial’s performance of the services and the production of the deliverables. Where AveSocial has agreed to develop a website, video, web, mobile or social media application, email template, etc., such deliverables may require the purchase or license of fonts, photographs, background music, video clips, APIs, plug-ins or other items from a third party. The cost of same is NOT included in the pricing set forth in your Service Agreement with AveSocial. Client may either purchase or license those items on their own or AveSocial may purchase/license them on Client’s behalf. If Client has not specified that it would like to license these items on their own, AveSocial will assume that it should license them and will invoice Client for same. Third party items that Client (or AveSocial on behalf of Client) licenses from a third party to be placed deliverables created by AveSocial for Client will not be owned by Client. Client should not use such content in other items, such as print materials or promotional items, or otherwise use such content inconsistent with the third party’s terms of licensing such use. Upon request, AveSocial will provide Client with a listing of third-party content used in the deliverables and the source(s) of such content so that Client may review the licensing requirements associated with that content.
10. THIRD PARTY PROVIDERS: Client will be billed for all third-party costs, including but not limited to domain name purchases and renewals, website hosting fees, ESP (email service provider platforms) such as Mailchimp or ConstantContact, CMS (content management system) licenses such as WordPress or Joomla, social media advertising platforms and telephone and SMS messaging platforms. Some providers charge based on the volume of the number of email sends, posts, ads placed, calls made or messages sent. Client will be charged for any overages caused by Client’s exceeding a specified number of sends, posts, ads and the like.
11. THIRD PARTY CANCELLATION FEES: Where AveSocial has purchased licenses from third parties on behalf of Client and Client seeks to terminate the arrangement prior to expiration of the term required for same, Client shall be responsible for all applicable cancellation fees required from those third parties and also shall be responsible for AveSocial’s time spent having to process such cancellations.
12. BRANDING CLIENTS: If Client has engaged AveSocial to assist with business name selection, logo creation or slogan creation, please be advised that AveSocial cannot search trademark or other databases to ensure that the name or mark is not already being used, is/is not available to be trademarked or otherwise provide advice on whether the contemplated name or mark is legally available as AveSocial cannot provide legal advice to its clients. AveSocial encourages Client to retain an attorney to assist in this process.
13. SEARCH ENGINE OPTIMIZATION CLIENTS: Client acknowledges the following with respect to SEO services from AveSocial:
- AveSocial has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. A Client’s website may decline in rankings or become deindexed from any search engine or directory at any time at the sole discretion of the search engine or directory.
- Due to the competitiveness of some keywords/phrases, ongoing algorithm changes, and other competitive factors, AveSocial does not guarantee specific rankings or search engine results page positions for any particular keyword, phrase, or search term.
- Search engines have been known to rank pages over time, therefore we cannot guarantee the rankings and traffic of new websites (or pages) to improve in “x” amount of time.
- Engaging in link schemes, link exchanges or buying links can negatively impact your site’s rankings. AveSocial does not assume liability for Client’s choice to link to or obtain a link from any particular website without prior consultation, nor does AveSocial assume liability for ranking, traffic, indexing issues related to such penalties.
- AveSocial’s SEO process takes at least 2-3 months to show some significant effect. During this time, the Client’s site is analyzed and optimized within the timelines and resources specified in the agreement. Achieving stable ranking improvements can take up to 6-12 months.
- AveSocial is not responsible for changes made to the website by other parties that adversely affect the site’s visibility in search engine results.
- AveSocial makes no guarantee/warranty of project timelines or added expenses if SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than AveSocial or without the prior consultation of AveSocial.
14. MEDIA/ADVERTISING CLIENTS:
- AveSocial accepts no responsibility for policies of advertising networks, third-party search engines, directories or other web sites that AveSocial may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded or banned from any third-party resource at any time if their policies are not adhered to. Client agrees not to hold AveSocial responsible for any liability or actions taken by third-party resource under this Agreement.
- AveSocial does not guarantee position, consistent positioning, or specific placement for any particular paid search keyword, phrase or search term. Client cknowledges that AveSocial’s past performance is not indicative of any future results client may experience.
- Client acknowledges that advertising campaigns may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by AveSocial to adhere to these changes. The Client may be charged an additional fee for making these updates.
- Client acknowledges that any advertising networks, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
- Client acknowledges that advertising networks may drop listings from its database for no apparent or predictable reason. AveSocial shall re-submit resources to the advertising network based on the current policies of the search engine in question.
- AveSocial will endeavor to make every effort to keep Client informed of any changes that AveSocial is made aware of that may impact any of the Paid Media Campaign and Strategy and the execution thereof under this Agreement.
- Client acknowledges that AveSocial cannot guarantee the exact placement of Client’s advertising; its availability or availability related to the funds in the Client’s account.
- Development of creative assets in support of Paid Media campaigns will be outlined specifically as a part of the deliverables in the SOW with AveSocial.
- Any forecasting metrics provided to Client are estimates based on industry knowledge and advertising network projected forecasts.
- When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. AveSocial cannot be held to reporting accuracy without the ability to install appropriate tagging on all digital assets.
15. TERM AND TERMINATION: Unless otherwise specified in the Service Agreement, the Service Agreement between Client and AveSocial shall be effective as of the date that Client executes the Service Agreement and shall continue in effect for the duration of the term. If no term is specified in the Service Agreement, the term shall be the latter of complete payment of the amounts due under that Agreement or until the contracted services have been completed.
16. INDEMNITY: Client agrees to indemnify and hold harmless AveSocial, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to AveSocial’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark copyright or other intellectual property claims. Additionally, Client agrees to indemnify and hold harmless AveSocial, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked AveSocial to develop or implement. For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify AveSocial for any claims instituted by the third party. AveSocial does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to AveSocial and asked AveSocial to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.
17. LIMITATION OF LIABILITY: IN NO EVENT SHALL AveSocial BE LIABLE TO CLIENT FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH AveSocial’s PRODUCTS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AveSocial EXCEED ANY COMPENSATION PAID BY YOU TO AveSocial FOR ITS PRODUCTS OR SERVICES.
18. DISCLAIMER OF WARRANTY: THE PRODUCTS AND SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” BASIS AND AveSocial EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AveSocial strives to exceed Client expectations, however, since marketing results can be influenced by various external forces outside of AveSocial’s control, AveSocial cannot guarantee specific results or return on investment.
19. GOVERNING LAW/JURISDICTION: This Agreement shall be governed by and construed in accordance with the internal laws of the Delaware, USA and not the principles of conflicts of law thereof. The Parties agree that the jurisdiction for any action arising out of this Agreement will be Delaware, USA.