Terms of Service Agreement
Rev. December 9, 2018
This Terms of Service Agreement (“Agreement”) provides the terms and conditions pursuant to which Uproot Online, LLC, a Georgia Limited Liability Company (“Uproot Online”) will provide certain local search marketing, web design, hosting, mobile application development, digital marketing and related Services (defined herein) to Client. As used in this Agreement, “Client” means a natural person or legal entity (such as a corporation, limited liability company, firm, partnership or other entity recognized at law) who subscribes for and receives the Services, together with such person or entity’s affiliates, subsidiaries, successors and assigns.
THE SERVICES ARE OFFERED TO CLIENT ONLY UPON THE CONDITION THAT CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY RECEIVING OR USING ANY OF THE SERVICES, IN WHOLE OR IN PART, CLIENT AGREES TO ENTER INTO THIS AGREEMENT.
1. Services. In consideration of the promises of Client set forth herein (including without limitation Client’s payment of the consideration for the Services as herein provided), Uproot will provide Client with (i) local search marketing (including review marketing and reputation management) services; and/or (ii) social content generation services (including content generation, distribution, and campaign optimization) (collectively, as applicable the “Services”). Unless Client purchases a multi-location subscription, Services shall correspond to one unique geographic location, which shall be designated and agreed-upon during the sign-up process. Services for separate locations will increase fees payable by Client.
Client acknowledges that Uproot provides other services to its customers, such as paid advertising services and website development services. Such other services, if applicable to Client, are covered by separate terms of service agreements between Uproot and Client and are not covered by this Agreement.
2. Term; Authorization. Uproot will provide the Services to Client on a month-to-month basis (each month during which Services are provided to Client hereunder is referred to herein as a “Subscription Period”). A one-time onboarding fee and the first Subscription Period installment payment is due to Uproot on sign-up via credit card Stripe Payment Gateway or ACH payment. Installment payment amounts are subsequently billed and collected for the upcoming Subscription Period as provided herein.
3. Authorization. Client authorizes Uproot to act on Client’s behalf as Client’s local search marketing provider during the initial Subscription Period and all renewal Subscription Periods, with respect to all Services provided by Uproot hereunder. Such authorization includes the right to post, publish and edit Client’s Web business profile information and Internet and social media advertisements and (where elected by Client) to post content to such profiles or advertisements.
4. Copyright. Ownership of content generated by Uproot in connection with the Services transfers from Uproot to Client (where permitted by third party licensing arrangements) only after payment in full by Client of all invoices applicable to such content. Client acknowledges that, at Uproot’s expense, a domain name may be registered and hosted with a microsite created for Client in furtherance of delivery of the Services hereunder. The domain may be transferred to the client at the end of the terms of service for a transfer price of $30.
In providing the Services Uproot may utilize and/or make available to Client software owned by third parties and licensed to Uproot (“Third Party Software”). Client’s use (where permitted) of Third Party Software is governed by software licenses relating to such Third Party Software. These Terms and Conditions do not modify the terms of any Third Party Software license agreements.
5. Fees and Payment. As consideration for the Services, Client agrees to pay the periodic subscription fees associated with the Services requested by Client and identified during the sign-up process. Subscription fees are subject to modification by Uproot at any time.
All payments to Uproot for the Services shall be made in immediately available funds, in U.S. Dollars (Canadian Dollars for Canadian Clients), by credit card (Visa, MasterCard or American Express) or automatic checking account withdrawal (“ACH” – available for U.S. Clients only). Uproot may retain and store Client’s payment information, including but not limited to, credit card number and expiration date or ACH account and routing information. Due to the nature of the Services, all sales for each periodic Subscription Period are non-refundable, except as expressly provided herein. Uproot is authorized to charge the subscription renewal fee for upcoming Subscription Period Services to the credit card or ACH account provided to Uproot by Client. Client may change its billing information on written notice to Uproot. Invoices, where requested by Client, shall be delivered solely by e-mail to Client’s e-mail notice address provided to Uproot during the sign-up process.
Credit Card or ACH customers must pre-pay for at least one month’s Services in advance and will be billed monthly in advance of the Services being provided after conclusion of the applicable pre-payment period.
Failure by Client to maintain valid and current payment arrangements with Uproot may result in interruption or cancellation of the Services. Such interruption does not relieve Client of the obligation to pay for Services already provided to Client by Uproot. If Uproot is, or becomes, required by law to deduct or withhold any taxes (including without limited to sales taxes, use taxes, ad valorem taxes, or similar charges or assessments) from amounts due to Uproot from Client, then all amounts due from Client shall be increased so that the net amount actually received by Uproot after deduction or withholding of any such tax, charge or assessment will equal 100% of the agreed-upon charges.
All amounts not paid by Client shall bear interest at a rate of 1.0% per month (or the highest rate permitted by law, if less). Client agrees to pay all costs of collection (including reasonable attorney’s fees, expert witness fees, court costs, etc.) incurred by Uproot arising from or relating to enforcement of its rights against Client.
The client is not entitled to any credits, rebates, discounts (volume or otherwise) or refunds provided to Uproot by any third party online search providers or publishers.
(a) By Client. This Agreement and any renewal subscription arising hereunder may be terminated by Client by delivery to Uproot of Client’s intention not to renew at least five days prior to the end of the then-current Subscription Period. Any termination notice received later than five days prior to the end of the current Subscription Period shall be effective immediately following the next applicable Subscription Period.
(b) By Uproot. Uproot may terminate this Agreement and/or suspend all or any portion of the Services at any time, without notice to Client, in the event Client fails to maintain valid payment information with Uproot, or in the event that Client fails to pay for the Services. Uproot may terminate this Agreement on at least 60-days written notice to Client in the event that Uproot should determine that it will cease providing the same type of Services to all other eligible Clients that were receiving such Services as Client.
Uproot may also decline to provide the Services, cancel the Services or to discontinue processing any subscription for Services not yet performed, at any time, and from time to time, in Uproot’s sole and absolute discretion, if Uproot determines in good faith that Client’s business practices: (i) are illegal, immoral, unethical or reasonably likely to expose Uproot or its affiliates to potential criminal, administrative or civil liability, (ii) may result in damage to Uproot’s reputation or image; or (iii) present any other issue or concern which Uproot determines in good faith constitutes grounds for such termination. If Uproot’s exercises such right to decline or cancel the Services, Uproot will provide written notice to Client of such exercise and will refund to Client the un-earned portion of any deposits or subscription payments previously paid by Client in the immediately-preceding subscription period, within thirty (30) days after issuing such notice. Upon cancellation of the Services, Uproot shall have no further duties or responsibilities except as expressly set forth herein regarding post-termination responsibilities of the parties.
(c) Bankruptcy, etc. Either party may terminate this Agreement immediately in the event that the other party becomes insolvent, or the other party makes an assignment for the benefit of creditors, or the other party does not pay its debts as they become due or admits its inability to pay its debts when due, or the other party files or has filed against it a petition under any provisions of the Bankruptcy Act or an application for a receiver, trustee or custodian is made with respect to such Party.
(d) Duties on Termination. Upon any termination of this Agreement for any reason, Client shall: (i) discontinue any use, retention, display or distribution of any of the work product or materials provided to Client by Uproot hereunder for which ownership has not passed to Client pursuant to Section 4 hereof and delete from all storage servers and devices all such work product or materials; (ii) delete from all storage servers and devices all work product or materials received under this Agreement for which title has not passed to Client; and (iv) discontinue its use of all Third Party Software if required by the license agreements pertaining to same.
Upon termination of this Agreement, Uproot shall exercise reasonable efforts to return to Client, delete or destroy (in Uproot’s sole and absolute discretion) all Client Data (defined herein) provided by Client in connection with the Services. Due to the impracticability of removal of content from social media forums, content posted by Uproot on Client’s behalf during the term of this Agreement on social media forums, blogs or other electronic services may continue after termination of this Agreement, without the necessity of deletion or discontinuation by Uproot. Uproot will exercise reasonable efforts to provide Client, on Client’s written request therefore, with user name and password access to third party social media and other electronic accounts established on behalf of Client by Uproot.
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