The Social Agent, LLC

Terms and Conditions

Unless otherwise specifically agreed in a writing signed by the president of The Social Agent, LLC. (“The Social Agent”), acceptance of these terms and conditions create a contract (the "Client Agreement") between you and The Social Agent. This website (the “Site”) is owned by The Social Agent and this page explains the terms by which you may use the Site. Please read the Client Agreement carefully.

A. Introduction to the Services

This Client Agreement governs your use of The Social Agent’s services and the use of this Site (collectively the “Services”). The Services are: (1) online advertising services; (2) limited exclusive license of The Social Agent’s proprietary online advertising services (the “Proprietary Platform”); (3) Exclusive Market Licenses; and (4) certain support services provided by The Social Agent at its sole discretion regarding the Proprietary Platform. The Blue List clients may be entitled to additional services.

To use the Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply).

For best results, The Social Agent recommends a minimum monthly Ad Budget of between $500.00 and $1,000.00 per zip code. The actual Ad Budget is the choice of the client. The Social Agent makes no promise or guarantee of lead volume or quality unless stated in writing in a separate agreement. The Social Agents runs ad(s) for clients by using Ad Budget funds to attract prospects for a full month. Prospects that are generated are exclusive to the client. Ads are designed to run continually for the length of the agreement.

B. Using the Services

Payment, Taxes and Refunds

There are various subscription plans (collectively the “Subscription Plan”). Your specific subscription plan is listed on your invoice. By starting your Subscription Plan, you authorize us to charge fees per the terms of your Subscription Plan, and any other charges you may incur in connection with your use of the Services. You will be automatically charged each month, or in the case of a prepaid plan per the terms of such plan, for your ongoing use of the Services. Once charged, the Exclusive Market License Fee and all the Subscription Plans fees are final and nonrefundable.

The cost of each Subscription Plan is set forth in the Client Agreement. Once you select a Subscription Plan, the cost of that Subscription Plan is guaranteed for the duration of that Subscription Plan only and does not include any renewals. Except as provided herein, Subscription Plan prices may change at any time with or without notice.

For details about how your payment method is charged, please visit: our Billing Policy available at http://thesocialagent.com/billing-policies. In the event that this agreement and the Billing Policy conflicts, this agreement controls. You are responsible for paying any applicable taxes.

You may be billed fees, charges and assessments related to late or non-payments if for any reason (a)The Social Agent does not receive payment for the Services by the payment due date; or (b) you pay less than the full amount due for the Services.

YOU WILL BE ASSESSED A LATE FEE OF 10% PER MONTH (OR THE MAXIMUM AMOUNT PERMISSIBLE BY LAW IF SUCH AMOUNT IS LESS) FOR ANY PAYMENT AMOUNT THAT HAS NOT BEEN PAID IN FULL AFTER TEN (10) DAYS FROM THE DUE DATE.

The Social Agent does not anticipate that you will fail to pay for the Services on a timely basis, and we do not extend credit to our customers. Any fees, charges and assessments due to late payment or nonpayment are liquidated damages intended to be a reasonable advance estimate or our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when we set such fees, charges and assessments, because we cannot know in advance: (a) whether you will pay for the Services on a timely basis, if ever; (b) if you do pay late, when you will actually pay; and (c) what costs we will incur because of your late payment or nonpayment.

If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable cost of collection. These costs include, but are not limited to any collection agency’s fees, reasonable attorneys’ fees and arbitration or court costs.

If you fail to pay the full amount due for any or all of the Services then The Social Agent at its sole discretion in accordance with and subject to any applicable law, may suspend any or all of the Services until paid, or we may terminate this Client Agreement, all in our sole discretion.

Exclusive Market License Fee

You understand and agree that The Social Agent uses your Exclusive Market License Fee (the "EMLF"), and grants you the exclusive license to advertise on the Proprietary Platform in the zip code(s) stated on your invoice and Client Agreement. Your EMLF is paid in advance and will be charged monthly at the commencement of your billing cycle.

Monthly Advertising Budget

You understand and agree that The Social Agent uses your advertising budget, less The Social Agent’s service fees, to contract with certain other third party providers to place internet advertising (the “Ad Budget”) on your behalf. Your Ad Budget is paid in advance and will be charged monthly at the commencement of your billing cycle.

The Social Daily

You understand and agree that The Social Agent uses your subscription fee, less The Social Agent’s service fees, to contract with certain other third party providers to place content (the “Content”) to your social media channels on your behalf. Your subscription is paid in advance and will be charged monthly at the commencement of your billing cycle.

Cancellation of Services

If you wish to cancel any of the Services you are using, you must do so by notifying The Social Agent in writing at support@thesocialagent.com no less than 30 days prior to the date you wish to terminate, and you must specify in your notice which Service (Content Subscription, EMLF, or Ad Budget) you wish to cancel.

Ongoing Subscription

Unless you cancel your Subscription Plan in writing at support@thesocialagent.com at least thirty days prior to your current Subscription Plan’s expiration date, then your Subscription Plan(s) will automatically be renewed as a month-to-month Subscription Plan.

Ad Account

Using the Services requires an Ad Account (the “Ad Account”). The Ad Account is the account used across The Social Agent platform. Your account is valuable, and you are responsible for maintaining its confidentiality and security. The Social Agent is not responsible for any losses arising from the unauthorized use of your Ad Account. Please contact The Social Agent if you suspect that your Ad Account has been compromised.

Privacy

Your use of the Services is subject to The Social Agent’s Privacy Policy, which is available at www.thesocialagent.com/privacy-policy.

Usage Rules

Your use of the Services and this Site must follow the rules set forth in this Agreement, including but not limited to this section (the “Usage Rules”). Any other use of the Services and Site is a material breach of this Agreement. The Social Agent may monitor your use of the Services and Site to ensure that you are complying with this Agreement and the Usage Rules.

You may use the Services and Site only for your commercial purposes. You may not share or sell the information from the Site or the Services with any other person or entity.
You may access the Services only using the interface and instruction that we provide. You may not modify or use modified versions of our Site or our software.
You understand that The Social Agent does not verify whether the Services comply with your jurisdiction’s laws, rules and regulations. You understand and agree that you are responsible for complying with all applicable laws, regulations and rules. Access to the materials in the Site or use of the Services where illegal is prohibited.
You may not tamper with or circumvent any security technology included with the Services or the Site.
The Social Agent’s delivery of the Services does not transfer any rights to you and does not constitute a grant or waiver of any of The Social Agent’s rights towards its intellectual property.
You agree to not use this Site or any of the Services to: defame, abuse, harass, stalk, threaten or otherwise violate any legal rights of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; and upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.

We have the right at our sole discretion to remove any content posted on our Site or through the Services for whatever reason. We are not responsible for any delay or failure in removing such content.

User Contributions

The Social Agent may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the website. All User Contributions must comply with the Usage Rules set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns an irrevocable, perpetual, exclusive license to the right to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sub-licenses of the foregoing.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Website, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

Access to Social Media Accounts

As a user of our social media service(s), you acknowledge and agree and give us express permission to access your social media account(s) to publish posts, add and delete contacts/followers/fans/friends, respond to other users, rebroadcast posts by others, initiate or maintain contact with other users, and/or perform any other action associated with our social media services. Tweets/posts will be coming directly from your account(s), under your name. You will be providing us with your social media user names and passwords to grant us access to your account(s).

Changes to Service/Site

Subject to applicable law, we have the right to change the Services and the Subscription Plan rates, at any time with or without notice. If we do give you notice, it may be provided on your monthly statement, by e-mail, or other communication permitted under applicable law. If you find a change in the Services unacceptable, you have the right to cancel your Subscription Plan and. However, if you continue to receive the Services after the change, this will constitute your acceptance of the change.

C. Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with this Agreement. Using the Services does not give you ownership of any intellectual property rights in the Services, the Site or the content you access. You may not remove, obscure or alter any legal notices displayed in or along the Services or the Site.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the software and services that make up the Services or the Site. You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify The Social Agent for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.

The Services are not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. We do not grant you any licenses, express or implied, to the intellectual property of The Social Agent or our licensors except as expressly authorized by this Agreement. None of The Social Agent's services or products available through this Site, or any part of any The Social Agent's service or product, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of The Social Agent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of The Social Agent without express written consent. You may not use any meta tags or any other “hidden text” utilizing The Social Agent name or trademarks without the express written consent of The Social Agent. You may not misuse the Services or the Site. You may use the Services and the Site only as permitted by law. The licenses granted by The Social Agent terminate if you do not comply with this Agreement.

Any content posted by you using any open communication tools on our Site, provided that it doesn’t violate or infringe on any third-party copyrights or trademarks, becomes the property of The Social Agent, which is perpetual, irrevocable, worldwide, and royalty-free. This only refers and applies to content posted via the Site, and does not refer to information that is provided as part of the registration process.

D. Third Party Sites

This Site may contain links to other sites that are not owned or controlled by The Social Agent. Please be aware that we are not responsible for the privacy practices of such other sites. Our Privacy Policy applies only to information collected by this Site.

Certain services made available via the Services are delivered by third party sites and organizations. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that The Social Agent may share such information and data with any third party with whom The Social Agent has a contractual relationship to provide the requested product, service or functionality on behalf of the Services users and customers.

E. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SITE AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE SOCIAL AGENT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE SOCIAL AGENT OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

F. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE SOCIAL AGENT BE LIABLE FOR PERSONAL INJURY, DAMAGE TO PROPERTY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE AND THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE SOCIAL AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, DAMAGE TO PROPERTY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE SOCIAL AGENT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

G. Indemnification

You agree to indemnify, defend and hold harmless The Social Agent, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your violation of this Agreement, use of or inability to use the Services, any user postings made by you, violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. You will provide notice to The Social Agent of any matter subject to indemnification by you, including but not limited to any claims, lawsuits, investigations or demands within ten days of discovery by you. The Social Agent reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Social Agent in asserting any available defenses.

H. Governing Law; Venue

This Agreement and the relationship between you and The Social Agent shall be governed by the laws of the State of Colorado, excluding its conflicts of law provisions. You and The Social Agent agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Denver, Colorado to resolve any disputes or claims arising from this Agreement.

I. Dispute Resolution

Should any dispute arise under or related to the use of the Services, you must first participate in at least four hours of non-binding mediation before a professional recognized by the National Academy of Distinguished Neutrals as a Member of the Academy and located in Denver County, Colorado (“ADR Professional”). The list of ADR Professionals is currently available at http://www.nadn.org. If the parties cannot agree on an ADR Professional, the ADR Professional with the lowest hourly rate shall be the mediator. The parties shall share equally in the costs of the mediation. Mediation shall involve no formal court procedures, discovery, or rules of evidence and the mediator does not have the power to render a binding decision or force an agreement on the parties.

Should the dispute remain outstanding after mediation, prior to initiating litigation you must submit to mandatory non-binding arbitration before an arbitrator other than the person who acted as mediator. If the parties cannot agree on an arbitrator, each party shall select one arbitrator, and those two arbitrators shall choose a different arbitrator (other than the one who served as mediator) and that person shall be the arbitrator. The arbitrator may allow limited discovery and must conduct an evidentiary hearing—subject to the Colorado Rules of Evidence—of no more than eight hours in duration prior to rendering a written decision. The decision shall not be binding on the parties (and may not be entered as a judgment or cited as evidence or precedent), but should be interpreted by the parties as a prediction of the result of formal litigation. Additionally, the prevailing party shall be reimbursed by the non-prevailing party its fees and costs related to the arbitration. Standards and procedures for the mediation and arbitration shall be decided by the relevant arbitrator consistent with this provision.

Absolutely no lawsuits may be initiated until after both mediation and arbitration are completed. Any litigation commenced prior to completing both mediation and arbitration shall be subject to a stay pending completion of both.

J. Waiver of Class Action

There shall be no right or authority for any claims to be arbitrated or litigated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public, other users of the Site or the Services, or other persons similarly situated. The Social Agent, LLC would not be willing to provide the Services to you absent this waiver. You acknowledge and agree that we are under no obligation to provide this Site or the Services if you are not willing to waive class action rights, and you expressly agree to this waiver.

K. Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between you and The Social Agent as a result of this agreement or use of the Services or the Site. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. This Agreement constitutes the entire and only agreements between you and The Social Agent with respect to the Services and the Site, and supersedes all other communications and agreements with respect to the subject matter thereof.

L. Electronic Communications

Visiting this Site or sending emails to The Social Agent 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.

M. Digital Millennium Copyright Act (DMCA)

In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Mark Spitz

Spitz Legal Counsel LLC

3900 E. Mexico Ave., Suite 300

Denver, CO 80210

mark@spitzlegalcounsel.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

Revision date: 3.13.2019