Terms of Service
Effective Date: 03/20/2024
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Engageify (“we,” “us,” “our”). By accessing or using our services, including our website, social media platforms, and any other interactions with us, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you must not use our services.
1. Definitions
- “Services” refers to all marketing, social media management, digital strategy, and related services provided by Engageify.
- “Client Content” means any data, information, materials, or content that you provide to Engageify in connection with the Services.
- “Confidential Information” includes all non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
2. Acceptance of Terms
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. Engageify reserves the right to modify or update these Terms at any time, with or without notice. Your continued use of the Services following any changes constitutes your acceptance of the updated Terms.
3. Description of Services
Engageify provides comprehensive marketing solutions, including but not limited to social media management, email marketing, content creation, digital advertising, and strategic consulting. Our Services may be customized to meet the specific needs of each Client and are subject to the terms outlined in this agreement and any additional service agreements or statements of work executed between Engageify and the Client.
4. Client Obligations
As a Client of Engageify, you agree to:
- Provide Accurate Information: Supply complete, accurate, and up-to-date information as required for the provision of Services.
- Compliance with Laws: Ensure that your use of the Services complies with all applicable local, state, national, and international laws and regulations.
- Cooperation: Cooperate with Engageify by responding promptly to requests for information, approvals, or feedback necessary for the effective delivery of Services.
- Authorized Use: Use the Services solely for lawful purposes and in accordance with these Terms.
- Account Security: Maintain the confidentiality of any account credentials provided and notify Engageify immediately of any unauthorized use of your account.
5. Fees and Payment Terms
- Fees: The Client agrees to pay all fees and charges specified in the applicable service agreement, invoice, or pricing schedule.
- Payment Terms: Payments are due within [insert number] days of the invoice date unless otherwise specified. Late payments may incur interest charges at a rate of [insert rate]% per month or the maximum rate permitted by law, whichever is lower.
- Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. The Client is responsible for paying all such taxes, levies, or duties, excluding only taxes based solely on Engageify’s income.
- Refunds: Fees paid are non-refundable unless otherwise specified in a written agreement.
6. Term and Termination
- Term: These Terms commence on the Effective Date and continue until terminated by either party as provided herein.
- Termination by Client: The Client may terminate the Services at any time by providing written notice to Engageify, subject to any termination fees or obligations specified in the service agreement.
- Termination by Engageify: Engageify reserves the right to terminate or suspend the Client’s access to the Services at any time, with or without cause, and without prior notice. Reasons for termination may include, but are not limited to:
- Breach of these Terms or any other agreement between the Client and Engageify.
- Failure to comply with Client obligations, including timely payment.
- Actions that, in Engageify’s sole discretion, may harm the reputation, integrity, or operation of Engageify or its Services.
- Engagement in illegal, fraudulent, or unethical activities.
- Effect of Termination: Upon termination, the Client shall immediately cease using the Services. Termination does not relieve the Client of any payment obligations incurred prior to termination. Engageify may, at its discretion, provide the Client with a copy of the Client Content and other materials, but is not obligated to do so.
- Survival: Sections regarding Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and any other provisions that by their nature should survive termination, shall survive termination of these Terms.
7. Intellectual Property Rights
- Ownership: Engageify retains all right, title, and interest in and to the Services, including all intellectual property rights therein. Except as expressly provided in these Terms, nothing in these Terms grants the Client any rights to Engageify’s intellectual property.
- Client Content: The Client retains ownership of all Client Content submitted or provided to Engageify. By submitting Client Content, the Client grants Engageify a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Client Content in connection with the Services and Engageify’s business.
- Restrictions: The Client shall not:
- Modify, distribute, or create derivative works based on the Services or any part thereof.
- Reverse engineer, decompile, or disassemble any aspect of the Services.
- Remove, alter, or obscure any proprietary notices or labels on the Services.
8. Confidentiality
- Confidential Obligations: Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event with less than reasonable care.
- Non-Disclosure: Neither party shall disclose the other party’s Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the Services.
- Exclusions: Confidential Information does not include information that:
- Is or becomes publicly known through no breach of these Terms.
- Is received from a third party without breach of any obligation of confidentiality.
- Is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
9. Data Protection and Privacy
Engageify is committed to protecting the privacy and security of the Client’s data. Our Privacy Policy, which is incorporated by reference into these Terms, outlines our practices regarding the collection, use, and disclosure of personal information. By using our Services, the Client consents to such practices as described in the Privacy Policy.
10. Limitation of Liability
To the fullest extent permitted by applicable law, Engageify shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:
- The Client’s use or inability to use the Services.
- Any unauthorized access to or alteration of the Client’s transmissions or data.
- Any statements or conduct of any third party relating to the Services.
- Any other matter relating to the Services.
In no event shall Engageify’s total liability to the Client for all claims arising out of or relating to these Terms or the Services exceed the amount paid by the Client to Engageify in the [insert period, e.g., “six (6) months”] preceding the claim.
11. Indemnification
The Client agrees to indemnify, defend, and hold harmless Engageify, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:
- The Client’s use of the Services.
- The Client’s violation of these Terms.
- The Client’s violation of any rights of a third party, including any intellectual property rights or privacy rights.
12. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of [Insert State/Country], without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in [Insert Jurisdiction], and the Client irrevocably consents to the jurisdiction and venue of such courts.
13. Dispute Resolution
- Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof, the parties shall first attempt to resolve the dispute through good faith negotiations.
- Mediation: If the dispute cannot be resolved through negotiation within [insert number] days, the parties agree to attempt to resolve the dispute through mediation administered by [insert mediation organization] under its rules.
- Arbitration: If the dispute is not resolved through mediation within [insert number] days, the parties agree to submit the dispute to binding arbitration administered by [insert arbitration organization] in accordance with its rules. The arbitration shall be conducted in [Insert Location]. The decision of the arbitrator(s) shall be final and binding on both parties.
14. Force Majeure
Engageify shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, governmental actions, or failures of suppliers, subcontractors, and carriers.
15. No Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. The failure of Engageify to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
16. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision that most closely reflects the parties’ original intent.
17. Entire Agreement
These Terms, together with our Privacy Policy and any other agreements incorporated herein by reference, constitute the entire agreement between the Client and Engageify regarding the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
18. Amendments to Terms
Engageify reserves the right to amend these Terms at any time. Any amendments will be effective upon posting on our website and will be communicated to the Client via email or other appropriate means. Continued use of the Services after the effective date of any amendments constitutes acceptance of the amended Terms.
19. Additional Provisions
- No Assignment: The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of Engageify. Engageify may assign or transfer its rights or obligations under these Terms without restriction.
- Third-Party Links: Our Services may contain links to third-party websites or resources. Engageify is not responsible for the availability, accuracy, or content of such websites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources.
- Feedback: Any feedback, comments, or suggestions provided by the Client regarding the Services is voluntarily provided and shall become the sole property of Engageify. Engageify will be free to use such feedback, comments, or suggestions as it sees fit, without any obligation or compensation to the Client.
20. Contact Information
If you have any questions, concerns, or disputes regarding these Terms or the Services, please contact us at:
Engageify
contact@engageifyai.com
+1-949-996-9788
