Terms of Service These Terms of Service are a contract between you and Vertiyo Creative Group Inc. If you do not agree to these Terms of Service or any part thereof, your only remedy is to not use the TweetPromoBuilder Site or the Service. VIOLATION OF ANY OF THE TERMS BELOW WILL RESULT IN THE TERMINATION OF YOUR RIGHT TO USE THE TWEETPROMOBUILDER SITE, AND ANY ACCOUNT THAT YOU MAY HAVE CREATED AS PART OF THE SERVICE. YOU AGREE TO USE THE TWEETPROMOBUILDER SITE AT YOUR OWN RISK. Your Account. In order to open an “Account” on the TweetPromoBuilder Site, you must (i) agree to these Terms of Service, (ii) provide a valid email address, and (iii) provide any other information required by Vertiyo Creative Group Inc during the registration process. You will update this information to maintain its accuracy during the term of this Service. You are responsible for maintaining the security of your account and password. Vertiyo Creative Group Inc cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You are also responsible for all content that you may post on the TweetPromoBuilder Site (“Content”) and activity that occurs under your Account (even when Content is posted by others who have accounts under your Account). Personally identifiable information submitted by you shall be subject to Vertiyo Creative Group Inc’s Privacy Policy. One person or legal entity may not maintain more than one free Account. Accounts registered by “bots” or other automated methods are not permitted. License Grants & Restrictions. Vertiyo Creative Group Inc hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the TweetPromoBuilder Site, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit the TweetPromoBuilder Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use the TweetPromoBuilder Site. All rights not expressly granted to you are reserved by Vertiyo Creative Group Inc and its licensors. You shall not (i) modify or make derivative works based upon the TweetPromoBuilder Site; (ii) reverse engineer or access the TweetPromoBuilder Site in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the TweetPromoBuilder Site, or (c) copy any features, functions or graphics of the TweetPromoBuilder Site. You further acknowledge and agree that, as between the parties, Vertiyo Creative Group Inc owns all right, title, and interest in and to the TweetPromoBuilder Site, Including all intellectual property rights therein. Your Responsibilities. You are responsible for all activity occurring under your accounts and are solely responsible for compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the TweetPromoBuilder Site, Including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify TweetPromoBuilder.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to TweetPromoBuilder.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the TweetPromoBuilder Site, Including, without limitation, modems, hardware, server, software, Internet browsers operating system, networking, web servers, long distance and local telephone service, but excluding the TweetPromoBuilder Site itself (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the TweetPromoBuilder Site. You shall also be responsible for the use, and maintaining the security, of the Equipment. Impermissible Acts. As a condition to your use of the TweetPromoBuilder Site, you agree not to: Upload, post, email, transmit or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invades another’s privacy, or promotes bigotry, racism, hatred for harm against any individual or group; Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; Collect credit card information or other form of online payments; Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the TweetPromoBuilder Site; Upload, post, email, transmit or otherwise make available any information, materials or other content that infringes another’s rights, Including any intellectual property rights; Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; Use any manual or automated software, devices, or other processes to “crawl,” “spider” or “screen scrape” any web pages contained in the TweetPromoBuilder Site; Reverse engineer, decompile or disassemble any of the software used to provide the TweetPromoBuilder Site; Reproduce, duplicate or copy or exploit any other portion of the TweetPromoBuilder Site, without the express written permission of Vertiyo Creative Group Inc; Interfere with or disrupt the TweetPromoBuilder Site, or any servers or networks connected to the TweetPromoBuilder Site, or disobey any requirements, procedures, policies or regulations of networks connected to the TweetPromoBuilder Site; Obtain, collect, store or modify the personal information about other users; Modify, adapt or hack the TweetPromoBuilder Site or falsely imply that some other site is associated with the TweetPromoBuilder Site or Vertiyo Creative Group Inc; or Use the TweetPromoBuilder Site for any illegal or unauthorized purpose. You must not, in the use of the TweetPromoBuilder Site, violate any laws in your jurisdiction (Including but not limited to copyright laws). Indemnification. Vertiyo Creative Group Inc will indemnify all paying accounts against and hold them harmless from: (a) any claim by a third party that any part of the TweetPromoBuilder Site or its use, manufacture, sale, distribution, or reproduction infringes or misappropriates any copyrights, trade secrets, patents or other intellectual property; (b) any claim by a third party that this Terms of Service is in conflict, violation or breach of or with any contract, assignment, license, sublicense, security interest, or other obligation to which Vertiyo Creative Group Inc is a party or has knowledge; (c) any claim relating to any past, present or future use, licensing, sublicensing, distribution, marketing, disclosure or commercialization of any part of the TweetPromoBuilder Site by Vertiyo Creative Group Inc; and (d) any litigation, arbitration, judgments, awards, attorneys’ fees, liabilities, settlements, damages, losses and expenses relating to or arising from (a), (b) or (c) above. TweetPromoBuilder Function. In the course of using the TweetPromoBuilder Site, you may create certain graphics or documents and load or post such documents into the TweetPromoBuilder.com upload server for download use in your promotions. By making such documents available on the upload server, you hereby grant to Vertiyo Creative Group Inc a worldwide, irrevocable, perpetual, royalty-free, transferable and sub-licensable, non-exclusive right to distribute your file in connection with Vertiyo Creative Group Inc’s operation of the TweetPromoBuilder Site. Payment, Refunds, Upgrading and Downgrading. A valid credit card is required for paying accounts. Free accounts which provide a limited access to the Service are not required to provide a credit card number. The TweetPromoBuilder Site is billed in advance on a monthly basis in accordance with our pricing schedule and all payments are non-refundable. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. You will be billed for your first month immediately upon signing up for a paying account. After signing up for a paying account and you don’t cancel that account within 30 days, you will be billed monthly starting on the 30th day after your account was initially created. An upgrade from the free account to any paying account will end your free trial. You will be billed for your first month immediately upon upgrading. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged monthly the new rate. On paying accounts, you may not exceed the maximum number of promos allowed for a given price tier, as specified on pricing page. On free accounts, promos will be deactivated after thirty (30) days. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. You agree to pay for any such taxes that might be applicable to your use of the Service and payments made by you herein. DOWNGRADING YOUR TWEETPROMOBUILDER SITE MAY CAUSE THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF YOUR ACCOUNT. VERTIYO CREATIVE GROUP Inc DOES NOT ACCEPT ANY LIABILITY FOR SUCH LOSS. Violation of these Terms of Service. Vertiyo Creative Group Inc reserves the right to investigate and prosecute violations of any of these Terms of Service to the fullest extent of the law. Vertiyo Creative Group Inc may involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms of Service. You acknowledge that Vertiyo Creative Group Inc has no obligation to pre-screen or monitor your access to or use of the TweetPromoBuilder Site or any information, materials or other content provided or made available through the TweetPromoBuilder Site, but has the right to do so. You hereby agree that Vertiyo Creative Group Inc may, in the exercise of Vertiyo Creative Group Inc’s sole discretion, remove or delete any entries, information, materials or other content that violates these Terms of Service or that is otherwise objectionable. Cancellation. You are solely responsible for properly canceling your account. An email or phone request to cancel your account shall not result in cancellation. You can cancel your account at any time by clicking on the Account link in the navigation bar at the top of the screen or writing Vertiyo Creative Group Inc a letter to the following address: 419 Lafayette St., New York, NY 10003 The Account page provides a simple no questions asked cancellation link. Any cancellation of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. In addition, all previously created promotions will no longer be accessible on your site. This information cannot be recovered from Vertiyo Creative Group Inc once your account is cancelled. Please be aware that Vertiyo Creative Group Inc may for a time retain residual information in our backup and/or archival copies of our database. We will make reasonable commercial efforts to delete your information as soon as possible after you communicate that intention to us. Cancellations will take effect immediately. Upon the commencement of a new Service period the Service will terminate without additional notice, and you will not be charged for any subsequent Service periods. You will not be provided any refunds for unused time on your Service period. Vertiyo Creative Group Inc, in its sole discretion, has the right to suspend or terminate your Account if (1) you breach these Terms of Service or (2) your bandwidth usage significantly exceeds the average bandwidth of other users of the Service. In each such case Vertiyo Creative Group Inc may refuse to provide you any current or future use of the TweetPromoBuilder Site, or any other Vertiyo Creative Group Inc Service. Any termination of your Account will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. This information cannot be recovered from Vertiyo Creative Group Inc once your account is terminated; however Vertiyo Creative Group Inc may for a time retain residual information in our backup and/or archival copies of our database. Vertiyo Creative Group Inc reserves the right to refuse service to anyone for any reason at any time. Modifications to the TweetPromoBuilder Site and Prices. Vertiyo Creative Group Inc reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the TweetPromoBuilder Site and Service (or any part thereof) with or without notice. Prices of all TweetPromoBuilder Sites, Including but not limited to monthly subscription plan fees to the TweetPromoBuilder Site, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the TweetPromoBuilder Site. Vertiyo Creative Group Inc shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the TweetPromoBuilder Site. Vertiyo Creative Group Inc reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current TweetPromoBuilder Site, Including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the TweetPromoBuilder Site after any such changes shall constitute your consent to such changes. Copyright and Content Ownership. We claim no intellectual property rights over the material you provide to the TweetPromoBuilder Site. Your profile and materials uploaded remain yours. However, by setting your promos to be shared publicly, you agree to allow others to view and share any Content. Vertiyo Creative Group Inc does not pre-screen Content, but Vertiyo Creative Group Inc and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the TweetPromoBuilder Site. Customers may access their TweetPromoBuilder Site Account data via an API (Application Program Interface). Any use of the API, Including use of the API through a third-party product that accesses the TweetPromoBuilder Site, is bound by these Terms of Service plus the following specific terms: 1. You expressly understand and agree that Vertiyo Creative Group Inc shall not be liable for any direct, indirect, Incidental, special, consequential or exemplary damages, Including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Vertiyo Creative Group Inc has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. 2. Abuse or excessively frequent requests to Vertiyo Creative Group Inc via the API may result in the temporary or permanent suspension of your account’s access to the API. Vertiyo Creative Group Inc, in its sole discretion, will determine abuse or excessive usage of the API. Vertiyo Creative Group Inc will make a reasonable attempt via email to warn the account owner prior to suspension. 3. Vertiyo Creative Group Inc reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Disclaimer of Warranties. THE SERVICES, AND ALL MATERIALS, INFORMATION, AND SERVICES IncLUDED IN THE TWEETPROMOBUILDER SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES WHATSOEVER. VERTIYO CREATIVE GROUP Inc AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, IncLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. VERTIYO CREATIVE GROUP Inc AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. INIFINITY BOX DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE TWEETPROMOBUILDER SITE WILL BE CORRECTED. VERTIYO CREATIVE GROUP Inc AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION, CONTENT OR ADVICE OBTAINED THROUGH THE SERVICES. VERTIYO CREATIVE GROUP Inc AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE VERTIYO CREATIVE GROUP Inc SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE TWEETPROMOBUILDER SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE FORMS AND CONTENT ON THE TWEETPROMOBUILDER SITE AND THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR LOSS OF DATA THAT RESULTS FROM THE SUBMISSION OR DOWNLOAD OF SUCH CONTENT. Technical support is only provided to paying account holders and is only available via email. We will use commercially reasonable efforts to respond within a reasonable amount of time during regular business hours. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. UNDER NO CIRCUMSTANCES SHALL VERTIYO CREATIVE GROUP INC OR ITS LICENSORS BE LIABLE TO YOU ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SERVICES OR TWEETPROMOBUILDER SITE ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF VERTIYO CREATIVE GROUP INC OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES OR TWEETPROMOBUILDER SITE, FROM INABILITY TO USE THE SERVICES OR TWEETPROMOBUILDER SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES OR TWEETPROMOBUILDER SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR TWEETPROMOBUILDER SITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE VERTIYO CREATIVE GROUP INC SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall Vertiyo Creative Group Inc or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, Including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter (Including, but not limited to, any prior versions of the Terms of Service). Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by an authorized representative of Vertiyo Creative Group Inc. Questions about the Terms of Service should be addressed to info@TweetPromoBuilder.com or by mail at: Vertiyo Creative Group Inc.,17 Battery Place, Questions about billing should be addressed to billing@TweetPromoBuilder.com. |