Last Updated: 2024
Welcome to Adsora LLC. By using our services, you agree to these Terms of Service. Please read them carefully as they govern your access and use of Adsora LLC’s advertising services, website, and any other services we provide.
1. Acceptance of Terms
By accessing or using any part of Adsora LLC’s services, you agree to be bound by these terms and all applicable laws and regulations. If you do not agree with any part of these terms, you may not use our services.
2.1. Term. The Term of this Agreement shall BE OUTLINED IN OUR CONTRACT.
2.2. Termination. The Service Receiver has the right to cancel this agreement at 14-day notice. The agreement can be canceled immediately at any time because of a breach of any agreement terms or if agreed by both parties verbally or in writing.
3. PAYMENT
3.1. Payment. Payment details are outlined in the Payment section. The service receiver will be auto-charged on the same day every month based on the terms in the Payment section. 3.2. Expenses. The Service Provider will be reimbursed only for expenses that are expressly approved in advance in writing by the Service Receiver. 3.3. Taxes. The costs are exclusive of all applicable sales, use, value-added, and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and the Service Receiver will be responsible for payment of all such taxes and fees. The Service Provider is responsible for its taxes. The Service Receiver can not be held accountable if the Service Provider fails to make those payments to the pertinent authorities.
4. Service Receiver RESPONSIBILITIES AND RESTRICTIONS
4.1. Feedback and Approvals. The Service Provider will deliver the Content to the Service Receiver for its approval. Any desired revisions, ideally, should not involve any significant changes. Revisions that include significant changes may require additional time to be completed and may slow down the testing progress and affect results. The Service Receiver will provide approval of all Content within 48 hours. The Service Receiver can make unlimited revisions.
4.2. Proofreading, Editing, and Copy. The Service Provider will do its best to catch spelling and grammar errors and utilize Grammarly as a part of our design process. However, the Service Receiver should proofread, spell check, and review textual content before approval. It is the Service Receiver's responsibility to confirm the factual accuracy of their Service Provider, product, or service represented in any provided Content, Website, Campaign, or Deliverable.
4.3. Modification of Settings. Service Receiver agrees not to modify, delete, or in any way change any facet or settings of any Website, Campaign, Content, or any other Deliverable without consent from Service Provider.
4.4. Accesses. The service Receiver agrees to provide all required accesses and marketing material to the Service Provider to complete the Services.
5. CONFIDENTIALITY
The Service Receiver will be sharing confidential and proprietary information with the Service Provider required for the Service Provider to complete the Deliverables, and the Service Provider agrees to treat all such confidential information strictly confidential, not to disclose any confidential information or permit it to be disclosed, in whole or part, to any third party without the prior written or verbal consent of Service Receiver, and not to use any confidential information for any purpose except as required in the performance of this
Contract. 6. INTELLECTUAL PROPERTY RIGHTS
6.1 Service Receiver Property: The Service Receiver owns all the materials (such as source code, designs, trademarks, logos, etc.) currently existing on their website. The Service Receiver is giving the Service Provider a limited, non-exclusive, royalty-free, worldwide license to use these materials as necessary to complete the deliverables (the product or services the Service Provider is to provide). 6.2 Ownership of Deliverables: The Service Provider may create new materials (like photos, videos, trademarks, logos, designs, etc.) during their work for the Service Receiver. All the deliverables produced, such as documents, images, videos, etc., will be owned and retained by the Service Receiver.
7. DISCLAIMER; LIMIT OF LIABILITY
7.1. Warranties of Service Provider. The Service Provider assures and guarantees that (i) the Services furnished under this Agreement will be executed professionally, and (ii) any technology, software, or hardware involved in the Services will be devoid of significant glitches or flaws for a period of thirty (30) days post-delivery. This guarantee does not cover any modifications to the Services or Deliverables not made by the Service Provider, any improper or inappropriate use of Services by the Service Receiver, or deployment of the Services in an environment that substantially deviates from the specifications mutually agreed upon by the parties. 7.2. DISCLAIMER OF WARRANTIES. Except as stated in this agreement, services are provided on an "as is" and "as available" basis. 7.3. Third-Party Disclaimer. The Service Provider offers no warranty of any kind, whether express or implied, regarding any third-party products, third-party content, or any software, equipment, or hardware acquired from third parties. 8. INDEMNIFICATION
8.1. Service Receiver Indemnity. Service Receiver shall indemnify, defend, and hold harmless Service Provider, its parents, subsidiaries, and related companies, and its and their respective employees, officers, directors, shareholders, and agents from and against any and all loss based upon or arising out of any third-party claim (“Claim”) against the Service Provider with respect to any Services Service Provider prepared or performed for Service Receiver hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Service Receiver; (ii) the use of any marketing, trademark, software, or other materials furnished by Service Receiver; (iii) the use of any materials provided or created by Service Provider and changed by Service Receiver or used in a manner different from that agreed by the parties; (iv) death, personal injury, or product liability Claims arising from the use of Service Receiver’s products and services; (v) allegations of patent or trademark infringement; (ix) any material breach of the terms of this Agreement Service Receiver; and (x) the negligence or willful misconduct of Service Receiver.
8.2. Service Provider Indemnity. Excluding claims covered by Section 8.1, Service Provider shall indemnify, defend, and hold harmless Service Receiver from and against any and all Loss incurred based upon or arising out of any Claim made against Service Receiver arising out of the Materials produced hereunder that involve (i) libel, slander, defamation, copyright infringement, right of publicity, and/or invasion of the right of privacy; or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of Service Provider’s negligence, or willful misconduct in connection with the performance of the Services hereunder. 8.3. LIMITATION OF LIABILITY. The parties involved in the agreement are limiting their liability towards each other. Unless a party breaches its obligation to keep the information confidential, neither party will be held liable to the other for any lost profits, business interruption, or indirect, incidental, special, consequential, exemplary, or punitive damages. This limitation applies regardless of the form of action (e.g., contract or tort). The Service Provider's overall liability for any damages arising from this agreement, other than breaches of confidentiality, will not exceed the amount of revenue paid by the Service Receiver to the Service Provider in the month preceding the claim.
9. GENERAL TERMS
9.1. Marketing. Service Receiver hereby grants Service Provider the right to use the name in its marketing materials or other oral, electronic, or written promotions, which shall include naming Service Receiver as a Service Receiver of Service Provider with a brief scope of services provided. In addition, the Service Receiver hereby grants the Service Provider the right to display its logo and a hyperlink to the Service Receiver’s website on the Service Provider’s website. 9.2. Case Studies. Service Receiver hereby grants Service Provider the right to use screenshots of generated results and ad creatives in Service Provider’s marketing material, website and newsletter provided that Service Provider will redact all sensitive information (such as revenue, return on ad spend, and gross profits generated), unless written consent is obtained. 9.3. Governing Law; Arbitration; Venue. This Agreement is governed in all respects by the laws of the State of Florida without giving effect to its rules relating to conflict of laws. Any action or proceeding by either of the Parties to enforce this Agreement shall be mediated in accordance with the American Arbitration Association’s rules. The court fees should be taken by the party taking the other party to court. The judge will ultimately decide whether the losing party needs to cover any fees to the winning party. 9.4. Notices. Notices under this Agreement are sufficient if given by email. 9.5. Independent Contractors. The Service Provider’s relationship with the Service Receiver is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, nor represent to any third party that it does have, any authority to act on behalf of the other Party. 9.6. Force Majeure. Neither the Service Receiver nor the Service Provider will be held responsible for not being able to fulfill their obligations due to circumstances beyond their reasonable control. This includes things like natural disasters, war, or strikes. However, both parties should sincerely try to overcome these challenges and get back to fulfilling their responsibilities as soon as possible. 9.7. Survival. Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination, or cancellation of this Agreement. 9.8. Agreement. This Agreement is the complete understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both Parties, except as otherwise provided herein.
9.9 Additional Projects Clause. The scope of work outlined in this Agreement pertains solely to the specific project described herein. Should the Client wish to engage the Agency for additional projects or work outside the scope of the original agreement, such engagements will require a separate agreement to detail the terms, scope, compensation, and obligations related to the additional work. IN WITNESS WHEREOF, each party has reviewed this agreement and agrees to the work, terms, and conditions listed herein. NOTE: After you sign this document, you will get a separate invoice where you can make your first payment unless this is done already.