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THIS AGREEMENT IS BETWEEN US (“ROAD TO RULE”, “WE”, OR “OUR”) AND THE CUSTOMER (“CUSTOMER”, OR “THE CUSTOMER”). BY ACCEPTING THIS AGREEMENT, BY ACCESSING; BY BROWSING ROAD TO RULE WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; BY USING OUR SERVICES, THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE CUSTOMER REPRESENTS THAT THE CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF THE CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME THE CUSTOMER DOES NOT AGREE WITH THIS AGREEMENT, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.
Customer may not access the Services if the Customer is our direct competitor, except with our prior written consent. In addition, the Customer may not access our services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
“Augmented Data” means information the Customer submits to us to update, enhance, or augment such data to augment, verify, or correct through the use of our database, public sources, and/or through third party service providers.
“Coaching Services” means the professional services available to the Customer, subject to applicable fees, which may include training services, partner development, integration, or any other business coaching services provided by Road To Rule media group.
“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.
“Customer” means an individual, or legal entity user that obtains websites or services from Road To Rule media group.
“Documentation” means works of authorship that we make generally available for the Customer to use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.
“Intellectual Property” means the following: all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, specifications, subroutines, techniques, works of authorship, and other forms of technology
“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence
“Marks” means any trademark, service mark, or trade name of a party.
“Order” or “Order Form” means online ordering document that requires the following information from the Customer: Contact information, service type, subscription tier, term, activated services and so on.
“Platform” means the application that allows you to use and access the Services.
“Vehicle” means the service type (listing management, reputation management, SEO management, etc.)
“Purchased Services” means subscription services or other products and features made available for purchase.
“Solutions” means products and/or services that we will make available to the Customer.
“Services” means products and/or services that we will make available to the Customer.
“Customer’s Data” means electronic data and information submitted to our Services by the Customer or on the Customer’s behalf.
“User” means any individual or a legal entity accepting this Agreement or who is authorized by Road To Rule media group to use Services through purchasing a subscription.
Provision of Purchased Services. Subject to this Agreement or any applicable Order Form, we will do the following: (a) provide the Customer with standard support and (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week except for: (i) scheduled maintenance; (ii) force majeure events, including an act of God, act of government, flood, fire, earthquake, war, terrorism, service provider failure, or denial of service attack; or (iii) the Customer’s acts or omission.
Subscription; Upgrades and Downgrades. Detailed information on available service(s) and what are included in each subscription is found on our website: https://RoadToRule.com/start-here. The Customer may upgrade the Customer’s service(s) at any time during the month. The Customer may request to downgrade the Customer’s service(s) at any time, but it will only be effective at the end of the Customer’s current term.
Modification. From time to time, we may modify any minor part of our Services to improve the Customer’s experience. We will not make any material changes to our Services without providing notice.
Coaching Services. The Customer may purchase professional coaching services, subject to applicable fees, which may include training services, partner development, integration, or any other coaching services.
Usage Restrictions. The Customer will comply with all federal, state, provincial and local laws, rules, regulations and ordinances with respect to the performance of any of its obligations under this Agreement. The Customer will not do the following: (a) modify, copy or create derivative works based on Services or any part thereof, (b) reverse engineer, disassemble, or decompile any of our Services or any part of them to try and find our source code; (c) use or launch any automated system, including, “robots”, “crawlers”, “spiders”, or “offline readers”; (d) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (e) attempt to gain unauthorized access to the Services; or (f) access the Services other than through our interface.
Customer Responsibility. The Customer will be responsible for the following: (a) Compliance with this Agreement, Documentation and Order Form(s); (b) for the accuracy, quality and legality of Customer Data and Customer use of Data with our Services; and (c) use commercially reasonable efforts to prevent unauthorized access to and use of Services and notify us promptly of any unauthorized access.
Service Fee. Unless otherwise provided in the applicable Order Form, (i) the service fee will remain fixed during the term; (ii) the service fee is non-cancellable and non-refundable; (iii) Purchased Services are purchased as subscriptions; (iv) Any service subscription can be upgraded, and (v) any added subscription will terminate on the same date as the underlying subscriptions.
Onboarding Fee. This one-time setup fee will be considered in any integration and/or training plan we design (“Onboarding Fee”). Onboarding Fee is mandatory, subject to the type of service and is non-refundable.
Products. Certain services require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services for an account are for a full period as per each specification. You may cancel any of their active products at any time, and the system will automatically deactivate the service at the end of the current term.
Invoicing and Payment. All amounts invoiced are due and payable immediately, unless otherwise provided in the Order Form. Customer is responsible for providing complete and accurate billing and contact information to us and notifying us for any changes to such information.
Payment Method. Customer will pay all fees via credit card or by other payment type specified in the applicable Order Form. Customer may be required to use a credit card transaction in order to activate some products and services immediately on demand. If Customer is making payments via credit card, Customer authorizes Road To Rule media group to use a third party to process payments, and consent to the disclosure of Customer’s payment information to such that third party.
Overdue Charges; Late or Non-Payment. If Customer does not pay the invoice by the due date, then without limiting our rights or remedies (a) those overdue charges may accrue 18% of outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) we may suspend or terminate the current subscription term.
Payment Dispute. Customer will notify Road To Rule media group immediately if there is any issue with a sent invoice. We will not suspend the Services while Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Fee Increase. The pricing of any fee during any renewal term may increase up to 8% above the applicable pricing in the prior term, unless we provide the Customer notice of different pricing at least 60 days prior to the applicable renewal term.
Taxes. Customer is responsible for paying all taxes, levies or similar governmental assessment including, for example, sales, value-added, use or withholding taxes, associated with Customer’s purchases hereunder. Our fees do not include taxes, which we will charge as applicable and Customer will pay that amount. Customer shall have no liability for any taxes based upon our gross revenues or net income. We are solely responsible for our own taxes based on our income, property and employees.
Term and Renewal. This Agreement commences on the date Customer signs this agreement until specified in the applicable Order Form and will automatically renew for an additional term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant term. If you have purchased Services during the subscription term, the fees for these Services will be on a monthly basis (or annually as the case may be), unless otherwise indicated in your Order Form. If a service is not renewed, any activated Services will be invoiced at its full period. Except as stated in the applicable Order Form, renewal of promotional or one-time priced subscription will be at our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.
No Early Termination; No Refunds. The subscription term will end on the expiration date and the subscription cannot be cancelled early. All fees are non-refundable. If Customer terminates this Agreement during the term, Customer agrees to pay any outstanding fees due and payable for the remainder of the term.
Termination/Suspension. Either party may terminate this Agreement for cause, (a) upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately, if the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may suspend and/or terminate any User’s access to any or all Services without notice for any violation to this Agreement, delinquency in our system, or non-payment of any amount due within 8 days after such notice.
Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) Customer’s right to use or access the Services shall cease and we have no further obligation to make the Services available to Customer; (b) all rights and licenses granted to Customer shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.
Return of Property. Upon expiry or termination of this Agreement, Customer may request within 30 days to export or download Customer’s Data. After 30-day period, we hold no obligation to maintain or provide any of the Customer’s Data and will delete or destroy all Customer’s Data in our systems or otherwise in our possession, unless legally prohibited.
Proprietary Rights. All our Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. Customer agrees not to copy, rent, lease, sell, distribute, create derivative works or use them in a fashion contrary to this Agreement. Customer has the right to access and use the Services subject to the terms of this Agreement.
Customer’s Rights; Customer’s Data. Customer owns and retains all rights to Customer’s Data. Customer grant us and our applicable third parties to use Customer’s Data as necessary to provide the Services to customer and as permitted by this Agreement. If customer is using the Services on behalf of another party, then customer represents and warrants that Customer has all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted, we acquire no right, title or interest from Customer or Customer’s licensors under this Agreement.
License to Use Feedback. Customer grants us license to use and incorporate into our services any comments, suggestion, enhancement, recommendation, correction or other feedback provided by Customers or Users, without any payment or attribution.
Augmented Data. If we make Augmented Data available to the Customer, the Customer may use Augmented Data during the Purchased Subscription period only. We will make Augmented Data based on Customer’s Data and it will only be available to the Customer.
CONFIDENTIALITY. During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisors and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so.
PUBLICITY. The Customer does grant us the right to add Customer’s name and logo to our partner list, podcast, videos and website. Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures, including but not limited to promotional or marketing material, by either party or its employees, contractors or agents which includes references to the to the other party of the Marks of the other party shall be coordinated with and approved in writing by such other party prior to the release thereof.
INDEMNIFICATION. Customer will defend, indemnify and hold us harmless against any third party claim, requests for injunctive relief, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, expenses and disbursements of any kind and nature, suit, action, or proceeding (each, an “Action”) brought by a third party under any theory of legal liability arising out of or related to any of the following: (a) Customer’s noncompliance with or breach of this Agreement, (b) actual or alleged use of the Services in violation of this Agreement or law, by the Customer or by any person regardless of whether such person has been authorized to use the Services, (c) Customer’s use of Third Party Products, or (d) any dispute between persons who claim to have authority to act for the Customer in connection with the control of the Customer’s account with us. We will notify the Customer so the Customer has the right to immediately take control of the defense and investigation of any Action and provide the Customer, at the Customer’s expense, with any and all information and assistance reasonably requested by the Customer’s to handle the matter. The Customer shall not settle any Action on behalf of us or impose any obligations on us without our prior written consent.
DISCLAIMER. WE AND OUR PARTNERS, AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, OR DATA MADE AVAILABLE FROM THE SERVICE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOOD WILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED, THE LESSER OF: $1,000 OR THE TOTAL AMOUNT PAID BY THE CUSTOMER FOR THE SIX MONTHS SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, BUT WILL NOT LIMIT THE CUSTOMERS LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS.
THIRD PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS THAT CUSTOMER USES.
NO-EXCLUSIVITY AND INDEPENDENT CONTRACTOR. Customers will not have an exclusive right to market, sell or implement Solutions, and no franchise is granted to Partner. Road To Rule media group expressly reserves the right to market and sell the Solutions itself to any entity. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship with Road To Rule media group is created hereby. Neither Party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in any respect whatsoever.
NON-SOLICITATION. During the term for two (2) years following the termination of this Agreement, each party will not solicit, hire, contract with or retain any of the other party’s directors, officers, employees, assignees, other partners, third party provider or customers without the party’s prior written consent; provided, however, that this limitation shall in no way apply to the hiring or solicitation of any of each party’s personnel that respond to public postings.
No Waiver. Delay in exercising any right or remedy will be a waiver of such right or remedy. No course of dealings between the Customer and us shall be construed as a waiver of any subsequent breach or modification hereof.
Currency. Unless expressed in the applicable Order Form, all references to money amounts are to the lawful currency of the United States Dollars (“USD”).
Severability. If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement and such unenforceable provision will be deemed to superseded by a valid, enforceable provision that most closely matches the intent of original provision
Interpretation. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
Assignment. This Agreement and each party’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by a party without the other’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement
Survival. The following sections shall survive the expiration or termination of this Agreement: “Definitions”, “Your Use of Services”, “Fees and Payment”, “No Early Termination; No Refunds”, “Termination/Suspension”, “Effects of Termination”, “Return of Property”, “Proprietary Rights and Licenses”, “Confidentiality”, “Publicity”, “Indemnification”, “Disclaimer; Limitation of Liability”, “No-Exclusivity and Independent Contractor” and “Miscellaneous”.
Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the state of Texas and all applicable federal laws of The United States, without regards to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of courts located in New Braunfels, Texas for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.