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Effective date: 1 July 2020TERMS & CONDITIONS
THIS AGREEMENT is effective as of the date of acceptance and signature of this document, by and between CLIENT, and Elevate Social, (Elevate Social), at 214 N 725 E, Vineyard, UT 84059
WHEREAS, Elevate Social is an expert in Web marketing, and Web Search Engine Positioning Technologies and Social Media Marketing;
Ongoing Consultation Deliverables: WHEREAS, CLIENT wishes to have Elevate Social available as needed for consultation on Social Media Management and Social Media Reputation Management. Consultation may consist of some or all, but not limited to the following:
Setup: Advanced Facebook Page Setup, Advanced Twitter Account Setup, Advanced YouTube Channel Setup, and LinkedIn Company Page Setup (if needed)
Reports: Friend/Like/Follower growth reporting, Engagement reporting, Referral Traffic Reporting, Social Mention reporting.
Strategy Development: Group creation strategy, Facebook page creation strategy , Social media account creation strategy , Promotion strategy , social media outlet strategy. Inbound Message handling strategy, Content frequency strategy, Content creation strategy, and Content scheduling strategy.
Popularity Building: Friend Growth, Follower Growth, Fan Growth, Group Growth, Video Hits Growth, Engagement Growth.
Traffic Driving: Link Promotion, Analytics reviews, Inter-social media outlet promotion, Primary site traffic, Secondary site traffic
Monitoring: Brand owned social property monitoring and user produced content monitoring for brand mentions.
General Consultation (by phone/web meeting): General Social Media Consulting, Social Media Training, Social Media Best Practices.
OPTIONAL Social Network Advertising:
Elevate Social is to develop strategic Internet advertising campaign utilizing targeted marketing techniques during the management of the Social Network Pay Per Click Campaign for Client, and to provide reports for their records. Advertising Fees will be paid directly by the client to Facebook, LinkedIN, or other social advertising providers.
WHEREAS, CLIENT wishes to maintain in confidence all information including data, technology, commercial and research strategies, trade secrets, inventions and know-how disclosed by CLIENT to Elevate Social, directly or indirectly, in written, oral or other tangible form, for the purpose of the consulting services or arising from the consulting services (collectively, confidential information).
NOW, THEREFORE, CLIENT and Elevate Social hereby agree:
Client will retain Elevate Social, and Elevate Social will accept such retention, commencing as of the effective date of this Agreement and continuing for a period of no less than the term of the plan selected in Schedule “A” attached, after acceptance of this contract or until termination of this Agreement as provided below. At the end of the initial term this agreement shall be automatically extended month by month at the monthly rate determined by the selected plan until terminated as provided below.
(a) Client will pay Elevate Social as compensation the total amount for the plan selected in Schedule “A”. If client selected monthly payments, the monthly payment for the selected plan in Schedule “A” shall be paid at the beginning of each month in advance of services rendered. Retainers not used in a given month will NOT rollover.
(b) Excess Hours: Elevate Social will not bill or perform excess hours unless approved in advance by the client in writing. Elevate Social will prepare a monthly report showing any excess time worked on all projects and shall invoice any hours that exceed the selected plan amount at the hourly rate for the plan selected in Schedule “A”. Payments will be made upon receipt of invoices detailing the services rendered. Note that any additional hours worked on any project will need written approval by client for approved billing.
(c) In addition, Client will pay for reasonable travel expenses (coach class air fare, lodging, food and ground transportation) incurred by Elevate Social related to its obligations under this agreement. Travel time will not ordinarily be compensable. All expenses will be pre-approved by client first.
(d) Late Payments: In the event client fails to make a monthly payment or that payment(s) exceed thirty (30) days Elevate Social at its discretion may: (1) Charge a late payment fee of three percent (3%) per month or; (2) Cause the entire remaining unpaid amount of the selected plan to be due and payable in full immediately.
(e) OPTIONAL SOCIAL MEDIA ADVERTISING (Facebook PPC): If utilized, client will pay Elevate Social as compensation a monthly management fee in accordance with the pricing schedule “B” attached or the minimum management fee whichever is greater based on the actual total advertising expenditure for the month across all managed social advertising platforms. The management fee shall be paid at the beginning of each month. The Client will provide a Credit Card to be attached to the Facebook, LinkedIn or other Social Network PPC advertising system for Advertising fee billing which is paid directly to Facebook, Twitter, LinkedIN or other social advertising platforms.
3. Intellectual Property Rights
(a) Elevate Social uses proprietary software in the analysis of web marketing data, and shall own all right, title and interest in any inventions or discoveries (e.g., compositions of matter, devices, processes, treatments, improvements, concepts, ideas, and the like), whether or not patentable, developed or acquired by Elevate Social as a result of the consulting services. Raw data used to develop any reports shall be reviewable by the CLIENT but shall remain in the possession of Elevate Social. An Executive summary of the findings will be delivered to the CLIENT and all information contained therein will become the property of the CLIENT.
(b) Any image, graphics, sound, music, custom coding or scripts, text and any other material supplied (“client provided material”) by the Client to Elevate Social will remain the property of its owner, whether it’s the Client's or a 3rd party's. Elevate Social assumes that any items or materials supplied by the Client, for use under this agreement, are legally and lawfully obtained by the Client. The Client shall assume all the legal rights and responsibilities of obtaining any materials that it supplies to Elevate Social for use under this agreement. The Client shall be held responsible for any unlawfully obtained materials and related fees, it supplies to Elevate Social for use under this agreement. This would include, but not limited to; legal fees, court fees, lawyer fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit.
(a) During the term of this Agreement and any subsequent extension, and for a period of five (5) years thereafter, Elevate Social and its agents or employees will not disclose confidential information to others outside of the consulting firm without the prior written consent of CLIENT, except Elevate Social will not be prevented from disclosing information that (i) can be shown by contemporaneous documentation to have been in Elevate Social's possession prior to the disclosure by CLIENT; (ii) at the time of the disclosure is, or thereafter becomes, through no fault of Elevate Social, part of the public domain; or (iii) is furnished to Elevate Social by a third party after the time of the disclosure without the breach of any duty to CLIENT; and
(b) Elevate Social will keep separate and segregated from other work all confidential information. All right, title, and interest in confidential information, including that arising from the consulting services shall belong to CLIENT, and upon expiration or termination of this Agreement, all tangible forms of confidential information, including copies thereof, whether prepared by Elevate Social or other, will be delivered to CLIENT. Raw data used to create the executive summary report is not considered confidential information.
5. Other Engagements
(a) During the term of this Agreement, Elevate Social may be engaged by one or more other institutions for Elevate Social’s expertise.
(b) Elevate Social represents that they are not and will not become a party to any agreement which conflicts with their duties under this Agreement during the term of this Agreement.
(c) Elevate Social will use best efforts to segregate the consulting services provided under this Agreement from work at other institutions, so as to minimize any questions of disclosure or ownership of rights under inventions or confidential information. CLIENT may terminate this Agreement if in its reasonable opinion the performance of such work will conflict with its interests.
Any notice required or permitted by the terms of this Agreement shall be given by registered mail, prepaid and properly addressed as follows:
If to Elevate Social:
214 N 725 E
Vineyard, UT 84059
Attention: Contracts Department
Delivery will be deemed conclusively made (i) at the time of service, if personally served, (ii) when deposited in the United States mail, properly addressed and postage prepaid, if delivered by express mail or certified mail, (iii) upon deposit with the private overnight deliverer, if served by overnight delivery, and (iv) at the time of electronic transmission (as confirmed in writing), provided a copy is mailed within twenty-four (24) hours after such transmission. The time to respond to any notice will run from the time the notice is actually delivered to the person to whom the notice is addressed.
7. Survival and Termination
(a) After the initial term in accordance with section 1 and 2, this Agreement may be terminated by either party upon thirty (30) days written notice, pursuant to Section 6 of this Agreement, to the other party.
(b) This Agreement may be terminated by a non-breaching party, in addition to any other remedy, for breach of any term of this Agreement, upon written notice, pursuant to Section 6 of this Agreement, to the breaching party; upon which event all rights of the breaching party shall terminate.
(c) The terms and obligations of Sections 3 and 5 of the Agreement shall survive and remain in full force and effect after expiration or any termination of this Agreement, regardless of the cause of such termination.
8. Not an Employee
Elevate Social, its agents or employees is an independent contractor and is not an employee or agent of CLIENT. Elevate Social shall not be entitled to benefits or compensation from CLIENT except as set forth in this Agreement and shall in no event be entitled to any fringe benefits payable to employees of CLIENT.
9. Employee Hiring
Both parties agree that, throughout the term of this Agreement and any renewals of the term of this Agreement, and for a period of twelve (12) months after termination of this Agreement, neither party shall induce or attempt to persuade any employee, sub-agent, field agent, Independent Contractor or sales representative to terminate his or her employment or business relationship with the other party or accept competitive employment or an independent contractor or sub-agent position for any organization outside of either party, nor shall either party cause or permit its own employees and sub-agents to do any of the foregoing without the expressed, written consent of said party.
The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Lake County, Florida, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators selected shall select a third arbitrator within ten (10) days of their appointment. The non-prevailing party shall bear its own costs and expenses and the full costs and expenses of the prevailing party, as determined by the arbitration.
11. Warranty Disclaimer: Limitation of Liability
Elevate Social makes no warranties of any kind, whether express or implied regarding the Services, including any warranty of merchantability or fitness for a particular purpose. Elevate Social shall not be liable for the unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information.
IN NO EVENT SHALL Elevate Social BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT WILL Elevate Social’S LIABILITY HEREUNDER EXCEED THE TOTAL REVENUES PAID TO Elevate Social BY THE CLIENT UNDER THIS AGREEMENT.
In the event that Elevate Social is obstructed, incurs a loss of efficiency in productivity or is delayed in the commencement, prosecution, or completion of the Services, by: (i) the act, failure to act, direction, order, neglect, delay, or default of Client, its agents or employees or any other entity or person employed at Client’s premises, or (ii) by changes in the Services; or (iii) by reason of fire, lightning, earthquake, enemy action, act of God, or similar catastrophe, or by government restrictions in respect of materials or labor, or by a strike or lockout beyond Elevate Social’s reasonable control, then Elevate Social shall not be considered in any way to have breached its obligations hereunder. Client expressly agrees not to make, and hereby waives, any claim for damages, including those resulting from increased supervision, labor or material costs, on account of any delay, obstruction, or hindrance attributable to the aforesaid causes.
12. Entire Agreement
This Agreement is the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof. It may be amended only by an agreement in writing, signed by both parties.
ACCEPTANCE OF AGREEMENT
This Agreement is between you and Elevate Social (“Elevate Social”).
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMITS OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING AND/OR BROWSING OUR WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT USE, ACCESS AND/OR BROWSE IT FURTHER.
Except as otherwise noted, this Agreement constitutes the entire and only Agreement between you and Elevate Social, and supersedes all other Agreements, representations, warranties and understandings with respect to our Website, Services, and the subject matter contained herein. However, in order for you to use our Website and/or Services, you may also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated.
We may amend this Agreement at any time without specific notice to you. The latest Agreement will be posted on our Website, and you should review this Agreement prior to using our Website. After any revisions to this Agreement are posted, you agree to be bound to any changes to this Agreement. Therefore, it is important for you to visit this page periodically to review the Agreement. Please read this Agreement carefully and save it. If you do not accept this Agreement, do not access and use our Website. If you have already accessed our Website and do not accept this Agreement, you should immediately discontinue use of our Website and Services.
Elevate Social grants you a non-exclusive, non-transferable, revocable license to access and use our Website strictly in accordance with this Agreement.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Website, Content, Services, and any software provided therein.
OUR INTELLECTUAL PROPERTY
Our Website may contain our service marks or trademarks as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks, without the prior written permission of Elevate Social.
Our Content, as found within our Website and Services, is protected under United States and foreign copyrights. The copying, redistribution, use or publication by you of any such Content, is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content.
DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE
Our Website will respond quickly to claims of copyright infringement as found in our Content, according to the terms of the Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512). If you believe any of your copyrights are infringed by our Content, please provide us with a written notice via mail, fax, or email that contains the following information:
1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2) A description of the copyrighted work that you claim has been infringed;
3) A description of where the material that you claim is infringing is located on our Website;
4) Your address, telephone number, and email address;
5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
We are only required to respond to those notices that substantially comply with the above requirements. We will investigate your claim and will notify by the method of contact you used to file your notice with us.
You cannot transfer this contract to anyone else without my permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
ELIGIBILITY AND REGISTRATION FOR USERSHIP
Any registration by, use of or access to our Website by anyone under 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By using our Website and/or Service, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement. Elevate Social has sole right and discretion to determine whether to accept a User, and may reject a User’s registration, with or without explanation.
The Content may be changed without notice and is not guaranteed to be complete, correct, timely, current or up-to-date. Similar to any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on our Website. We reserve the right to make alterations or deletions to the Content at any time without notice.
ERRORS, CORRECTIONS AND CHANGES
We do not represent or otherwise warrant that our Website will be error-free, free from viruses or other harmful components, or that we will correct any errors. We do not represent or otherwise warrant that the information available on or through our Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of our Website or Services at any time. We reserve the right in our sole discretion to edit or remove any documents, information or other content appearing on our Website or Services.
FINANCIAL, LEGAL AND OTHER ADVICE DISCLAIMER
You hereby acknowledge that nothing contained in our Website shall constitute financial, investment, legal and/or other professional advice and that no professional relationship of any kind is created between you and Elevate Social. You hereby agree that you shall not make any financial, investment, legal and/or other decision based in whole or in part on anything contained in our Website or Services.
MERCHANT AND ADVERTISEMENT DISCLAIMER
We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants.
You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT WEBSITES OR ANY OTHER WEBSITE LINKED TO OUR WEBSITE.
All rules, legal documents (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant websites. We are not responsible for information provided by you to Merchants. Our relationship to Merchants is solely as independent contractors and neither party has authority to make any representations or commitments on behalf of the other.
Elevate Social is not responsible or liable in any manner for any Content posted on our Website or in connection with our Services, whether posted or caused by Users of our Website, or by Elevate Social. Elevate Social is not responsible for the conduct, whether online or offline, of any User of our Website or Services.
Our Website or Services may be temporarily unavailable from time to time for maintenance or other reasons. Elevate Social assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.
Elevate Social is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or any combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the our Website or Services, including without limitation any software provide through our Website or Services.
Under no circumstances will Elevate Social be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Website or Services, or any interactions between Users of our Website or Services, whether online or offline.
Elevate Social reserves the right to change any and all Content, software and other items used or contained in our Website or Services, at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by our Website, by third parties or by any of the equipment or programming associated with or utilized by our Services.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH OUR WEBSITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. ELEVATE SOCIAL, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEBSITE OR SERVICES. ELEVATE SOCIAL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. ELEVATE SOCIAL DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, OUR SERVICES, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT ANY SUCH ITEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICES, AND RELATED SOFTWARE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEBSITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ELEVATE SOCIAL. OUR WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
LIMITATION OF LIABILITY
Elevate Social, as well as all our Affiliates, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our Website or Services, (b) any product liability issues to the extent that we are not involved with the manufacturer of the product(s) giving rise to liability, (c) the unavailability or interruption of our Website or Services, (d) your use of our Website our Content, (e) the content contained on our Website or Services, or (f) any delay or failure in performance of our Website and Services beyond our control.
IN NO EVENT WILL ELEVATE SOCIAL OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OUR WEBSITE, CONTENT, SERVICES, OR ANY RELATED SOFTWARE, ACCESSED THROUGH OR DOWNLOADED FROM OUR WEBSITE OR SERVICES, EVEN IF ELEVATE SOCIAL IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ELEVATE SOCIAL’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR WEBSITE DURING THE PREVIOUS MONTH OF YOUR USERSHIP PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
USE OF INFORMATION
All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, “Submission”) is considered assigned to us and is as such considered our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations.
Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
LINKING TO OUR WEBSITE
You may provide links to our Website, provided (a) that you do not remove or obscure, by framing or otherwise, any portion of our Website, (b) your website does not engage in illegal or pornographic activities, and (c) you discontinue providing links to our Website immediately upon request by us.
LINKS TO OTHER WEBSITES
You represent and warrant that if you are purchasing something from us that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge/fee we may incur due to such dishonored payment (generally 15% per day).
You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of our Website or Services.
CHANGES TO OUR TERMS AND CONDITIONS
We reserve the right to change these Terms and Conditions at any time by giving you advanced notice of the changes by email or in writing. We will also post these changes on our website. These changes to our Terms and Conditions will become effective 30-days after receiving the notice. To avoid doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms and Conditions, if any — including, for example, arbitration provisions — for then-pending disputes unless the parties expressly agree otherwise. Your continued use of our website, services, and products after any change to these Terms and Conditions, and notifying you will constitute your acceptance of such change. If you do not agree with the changes to these Terms and Conditions, you can choose to discontinue the use of our website, services, and products.
MARKETING CONSENT & RELEASE FORM
I irrevocably authorize the Elevate Social, its employees, and its agents, to use my name, picture, statistics, marketing results and likeness as recorded by Elevate Social for any purpose that Elevate Social deems appropriate, including promotional or advertising efforts. I specifically authorize Elevate Social, its employees, and its agents, to use, reproduce, exhibit, or distribute my name and likeness for such purpose in any communications medium currently existing or later created, including without limitation print media, television, and the Internet. Elevate Social will not disclose any customer data, names, address, contact information, or any confidential information of any type. This agreement solely releases the use of data statistics, photos, videos, materials developed by Elevate Social, to use in internal and external marketing efforts showcasing our work.
I release Elevate Social, its employees, and its agents, either in their individual capacities or by reason of their relationship to Elevate Social, from liability for any violation of any personal or proprietary right I may have in connection with the above use. I understand that all recordings of my name, picture, statistics, marketing results, and likeness, in whatever medium, shall remain the property of Elevate Social.
I agree to hold harmless and release and forever discharge Elevate Social, its employees, and its agents, either in their individual capacities or by reason of their relationship to Elevate Social, from all claims and demands whatsoever, even if arising from the negligence of Elevate Social, that I or any other persons acting on my behalf or on the behalf of my estate have or may have against Elevate Social or any or all of the above-mentioned persons or their successors by reason of the permission effected by this Release.
I represent that I am an official representative of the organization stated in this proposal and have the legal right to sign for my company. I further represent that I have read and understand this document completely before signing it. I agree that I will not revoke or disaffirm this Release at any time. By signing below, you agree to the stated release details as outlined above.