Tolero provides digital marketing services. Those services differ by scope and price depending upon which program product Client subscribes to. The unique combination of services offered by Tolero and the associated pricing are described in detail in the product descriptions (“PROGRAM”) at www.ToleroGroup.com or www.Tolero.co (“SITE”) and are subject to change at any time.
PART I – SCOPE
This AGREEMENT sets forth the rights and obligations with respect to any PROGRAM subscribed to by you. Please revisit this AGREEMENT when you purchase any PROGRAM. Tolero reserves the right to modify the AGREEMENT at any time in its sole discretion.
Neither party is, by virtue of this AGREEMENT, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and its status, at all times, will continue to be that of an independent contractor relationship.
1. PROGRAM refers to all content available for license and/or created by Tolero for use by the Client; including, but not limited to, social media accounts, domain, server hosting, email, website content and code, text, videos, stills, images, logos, social media graphics, and ongoing management and updates of all included elements. PROGRAM is not for resale, download, or distribution without written permission of Tolero.
2. Initial fee for the PROGRAM is due at sign up according to specifications detailed in the product descriptions on SITE. Fees are paid via credit card, debit card, or PayPal account monthly. Except when required by law, fees, once made, are non-refundable. Sign up is not considered complete until initial payment has been received.
3. Client authorizes subsequent fees to continue monthly, as specified in the product description on the SITE. Except when required by law, subsequent fees, once made, are non-refundable. The Client will pay the agreed fees to Tolero for the PROGRAM as specified via credit card or debit card via a PayPal account. Payments will continue monthly, as specified, until termination is requested by either party.
4. Client has the right to terminate PROGRAM at any time with written notification emailed to EMAIL no less than 3 business days prior to next PROGRAM subscription payment.
5. Tolero will endeavor to complete the development of the PROGRAM within 30 days of receipt of Customer Questionnaire; however, Tolero does not guarantee and is no way bound to complete the project by this date.
6. PROGRAM prices are guaranteed for the initial 12 month period. After the initial 12 months, Tolero reserves the right to revert to non-promotional pricing or to reasonably adjust subscription costs to reflect increases in cost of business expenses. Tolero will advise the Client of any changes in writing to the email address on file 30 days prior to price changes.
7. Detailed terms and specifications for PROGRAM are defined by the specific program selected and described in detail in the product description on the SITE at time of sign-up; including, but not limited to, social media platforms, posting policies, hosting, domain, SSL, email, website code, content, graphics, and more.
8. If server and website maintenance are included in the specific PROGRAM parameters, then they will include, but not limited to, minor database and back-end changes to the website as well as all necessary updates to the server, security, code, and design as determined by Tolero. As maintenance may affect the hosting and/or availability of PROGRAM, when possible, such maintenance will be carried out during non-peak hours. Tolero will always endeavor to provide reliable and professional PROGRAM service to the Client.
9. Client is solely responsible for all information, licenses and verification where required to confirm that you and your entity can legally operate within the United States and where required for provided content and materials to be incorporated into the PROGRAM.
PART II – INTELLECTUAL PROPERTY RIGHTS
1. All specific text, images or information supplied by Client will remain the property of Client.
2. Client grants to Tolero, for the term of this AGREEMENT, a non-exclusive, revocable, royalty-free license to use Client’s name, logos, trademarks or devices (“Intellectual Property”) to be included in and for the term of the PROGRAM.
3. The Client shall NOT resell, redistribute, copy, or copy and subsequently alter, any part of the PROGRAM to create separate social media accounts, a separate website, or for any other reason, without the prior written consent of Tolero.
4. All portions of PROGRAM, excluding any specific text, images or information supplied by Client, will remain the sole property of Tolero during, and after termination of, the program (unless otherwise stipulated). Said information cannot be used on another machine, moved, altered or sold by the Client. This includes, but is not limited to, logos, graphics, work files, programming, system coding, text, emails and database information.
PART III – PROGRAM TERMINATION
1. Client has the right to terminate PROGRAM at any time with written notification emailed to EMAIL no less than 3 business days prior to next PROGRAM subscription payment.
2. Tolero reserves the right to terminate PROGRAM at any time if the Client is in breach of any portion of this AGREEMENT; including, but not limited to, lack of payment.
3. Monthly subscription payments are non-refundable and are not available for pro-ration with mid-month termination requests.
4. Upon termination, Tolero will relinquish rights to any text, images or information supplied to Tolero by the Client and Tolero will remove all client specific information from the portions of the PROGRAM created by Tolero.
5. Upon termination, all portions of the PROGRAM created by Tolero (including logo design, graphics, content, and underlying code) shall remain the sole property of Tolero.
PART IV – COPYRIGHT INFRINGEMENT
1. Copyright infringement occurs when a copyrighted work is reproduced, distributed, performed, publicly displayed, or made into a derivative work without the permission of the copyright owner.
2. Copyright infringement would occur if Client inappropriately uses any portion of PROGRAM, excluding any specific text, images or information supplied by the Client, without written permission from Tolero, during or after termination of PROGRAM; including, but not limited to, logos, graphics, work files, programming and system coding, text, emails and database information. Said PROGRAM information cannot be used on another machine, moved, altered or sold by the Client.
3. Client understands that willful and documented copyright infringement will result in…
- Issuance of “Cease and Desist” demand
- Charge for the repayment of original development cost (not charged for in monthly management fee). If payment is not received within time frame set forth in Cease and Desist demand, then Client will also be responsible for any associated collections and/or legal costs as applicable by law.
- Tolero retains its right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you if such action is necessary or desirable.
PART V – WARRANTIES AND REPRESENTATIONS
1. Tolero warrants and represents that:
- The PROGRAM in its original unaltered form and used in full compliance with this AGREEMENT and applicable law, will not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties’ rights of privacy or publicity; or iii) be defamatory, libelous, pornographic or obscene.
2. Client warrants and represents that :
- To the best of their knowledge and belief, that the content and materials supplied by the Client for the purposes of the PROGRAM are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation. Client is solely responsible for all content that they provide for use in the social media accounts and/or website.
PART VI – INDEMNIFICATION AND LIABILITY
1. Client agrees to indemnify and hold Tolero, its officers, employees, and managers, harmless against any damages or liability of any kind arising from any use of the PROGRAM other than the uses expressly permitted by this AGREEMENT. Client further agrees to indemnify Tolero for all costs and expenses that Tolero incurs if Client breaches any of the terms of this AGREEMENT.
2. Tolero shall not be liable for any damages, costs, or losses arising as a result of content provided by the Client or the context in which Client uses the PROGRAM.
3. Client agrees not to use abusive and unethical materials and uses; including, but not limited to, pornography, obscenity, nudity, gambling, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.
4. Client understands that they have the right to terminate PROGRAM at any time.
5. Client understands that Tolero’s total maximum obligation and liability (the “Limit of Liability”) shall not exceed the cost of one month’s subscription payment as specified at sign-up in the product description on the SITE.
PART VII – NOTICE
Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email or first-class post to the receiving party. Any such notice shall be deemed to be effectively served as follows: first-class post is effective 72 hours after posting; email is effective on the next working day. It is the sole responsibility of the Client to maintain updated contact and payment information.
9732 Pyramid Way, Suite 181, Sparks, Nevada 89441
Information Correspondence: info at tolerogroup.com
Legal/Official Correspondence: legal at tolerogroup.com
Website: www.Tolero.co or www.ToleroGroup.com
PART VIII – ADDITIONAL TERMS
1. Any controversy or claim arising out of or relating to this AGREEMENT, or the breach thereof, shall be settled by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the state of Nevada and county of Washoe. The language of the arbitration shall be English.
2. This AGREEMENT shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This AGREEMENT is governed by and shall be construed in accordance with the laws of the State of Nevada, without respect to its conflict of laws principles.
3. If you are entering into this AGREEMENT on behalf of an entity, then you warrant and represent that you have the full right and authority to do so.
4. If any individual term of this AGREEMENT is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these AGREEMENT, so that these AGREEMENT shall otherwise remain in full force and effect.
5. It is expressly understood and agreed that this AGREEMENT is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this AGREEMENT as to third parties.
6. Except as expressly set forth herein, Tolero grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in any part of the PROGRAM.
7. All PROGRAM content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchant-ability, or fitness for a particular purpose. Some PROGRAM content may contain elements that require additional clearance if it is modified or used in particular context. If you make such modification or any part of the PROGRAM in such context, you are solely responsible for obtaining any additional clearances thereby required.
8. Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement.
EFFECTIVE DATE: September 12, 2019