These Contract Terms and Conditions (“Contract Terms”) are binding and incorporated by reference into the Activation Form (“Contract”) you (“Subscriber,” “you,” or “your”) signed with Oggvorep, LLC (“Oggvo”) for business services which commence on the Effective Date (“Effective Date”). Please read them carefully.
Oggvo offers a number of business products, services, and features (the “Products and Services”). Oggvo also regularly adds, deletes, and makes changes to Products. These Contract Terms cover all Products, including those which are no longer being sold but which may still be active on Subscriber accounts (“Legacy Products”). Your most-current Activation Form will indicate which Products you are subscribing to, along with important details specific to your subscription such as price and commitment term.
1. PRODUCTS AND SERVICES
The purpose of the Oggvo Platform is to provide the subscriber with interactive software solutions to assist with client management and the promotion and enhancement of the subscriber's online reputation and brand.
You may purchase the Oggvo Platform product as a package consisting of bundled features (each a "Package") determined at the discretion of Oggvo. Oggvo may, in its sole discretion, change and reconfigure packages at any time, but will notify you of any material modifications.
In order to perform the Services, Client hereby consents to Oggvo contacting and communicating, either directly or indirectly, with its clients/patrons.
2. LICENSE GRANT
To the extent Oggvo requires access to your intellectual property ("Your Intellectual Property") to perform the Services, You hereby grant Oggvo a non-transferable, non-exclusive, royalty-free license to the Your Intellectual Property. Oggvo shall not sell, sublicense, misappropriate or distribute any of the Your Intellectual Property. Oggvo may not modify, translate, reverse engineer, decompile, or disassemble Your Intellectual Property without your express written consent. This license shall immediately terminate upon the termination of the Services. Notwithstanding the foregoing, Your Intellectual Property "Profiles" shall not include any and all improvements, enhancements, and/or modifications developed or made by Oggvo in connection with the Services, and such improvements, enhancements and/or modifications shall remain the sole and exclusive property of Oggvo ("Oggvo Intellectual Property"). Oggvo hereby grants You a non-transferable, non-exclusive, royalty-free license to the Oggvo Intellectual Property during and after the termination of the Services.
3. YOUR RESPONSIBILITIES
You shall maintain all third party licenses and/or accounts required to operate your website or other social media platforms, and shall ensure that Oggvo does not infringe upon such licenses as You perform the Services. In the event a third party claims ownership/infringes upon its intellectual property rights due to your representations made herein, You shall indemnify Oggvo in accordance with Section 7.4 below. You will, at all times, comply with the policies and criteria established by Oggvo for the Services, including, but not limited to, maintaining and providing accurate, truthful and current marketing materials concerning You (e.g., loyalty or rewards programs) or customer experiences (e.g., feedback) involving You. Oggvo reserves the right to audit or request additional information from You to ensure that You are complying with this Section 2. You hereby represent that You have provided your customers/patrons with "opt-out" capabilities necessary to terminate any direct or indirect communications with your customers/patrons. Oggvo may discontinue the Services if Oggvo determines You do not meet the conditions outlined herein.
4. LIMITATIONS
Oggvo is not responsible for maintaining or backing up your data, customer data, firewalls or anti-virus cyber protections when providing the Services. Anytime You perform cyber updates and/or installs cyber patches or allow a third party to do the same, You shall ensure that those updates and patches do not adversely affect the Services.
5. PAYMENT
Oggvo will charge the credit card you provide and authorize during the acceptance of this Contract ("Payment Method"), in advance of each monthly usage period. This authorization is to remain in full force and is effective until you either terminate this Contract in accordance with its terms or change the payment method as set forth below. All payments are, unless otherwise stated, payable in US Dollars.
5.1
To the fullest extent permitted by law, you waive all claims relating to charges on your Payment Method unless claimed within sixty (60) days after the disputed charge was incurred (without prejudice to your credit card issuer rights). If you fail to dispute this charge during this time period, then you can no longer dispute the charge, whether with Oggvo or your credit card issuer.
5.2
No refunds or credits are given for partially used or pre-paid months.
5.3
If your Payment Method is declined, you will be contacted by phone or email and the Contract and services provided by Oggvo under the terms of this Contract will be suspended until Oggvo receives your payment. Oggvo may charge you interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less) on all amounts due and payable until payment is received, whether before or after judgment. If you fail to pay, Oggvo may charge you for all costs incurred by Oggvo in connection with collecting the amounts due and Oggvo may immediately terminate the Contract.
5.4
You have the right to withdraw or change the Payment Method at any time by changing this information through your Customer Portal. The withdrawal or changing of the Payment Method does not terminate this Contract or relieve you of any unpaid balances or amounts due under this Contract.
6. TERM & TERMINATION
The term of these Terms and Conditions commences on the Effective Date set forth in the Activation Form Contract and for the period specified (the "Initial Term") and will automatically renew on a month-to-month basis ("Renewal Term") until terminated pursuant to this section.
6.1
You may terminate this Contract at the end of the current Term (Initial Term or Renewal Term) of the Contract by providing Oggvo with at least thirty (30) days written notice prior to the beginning of the next Renewal Term.
6.2
Notices detailed herein are necessary to avoid automatic Contract renewal and your obligation to pay the fees associated with the Renewal Term.
6.3
You shall notify Oggvo of your desire to terminate this Contract by either sending written notice to Oggvo by email to support@oggvo.com or by mail to Oggvorep, LLC., 5601 6th Ave S Suite 158, Seattle WA 98108
6.4
Oggvo reserves the right to terminate this Contract or your use of any Oggvo paid services at any time for any reason or no reason by emailing you at the email address on the Contract. In the event Oggvo terminates the Contract or a paid service prior to the end of the monthly billing period, Oggvo will refund you the pro-rated amount associated with such Contract or service for that monthly billing period provided you are current and up to date with any payment obligations due to Oggvo.
6.5
Early Termination. You may terminate this Agreement prior to the end of the Initial Term provided You: (i) notify Oggvo in writing of your intention to exercise this option; (ii) are current and up to date with any payment obligations due to Oggvo; and (iii) pay a buyout fee equal to 50% of the outstanding balance remaining for the Services (the "Buyout Fee"). Any monies paid by You to bring your account current so that You may exercise the option hereunder shall not be applied or credited to the Buyout Fee. You cannot exercise this option after the Initial Term.
7. GENERAL TERMS AND CONDITIONS.
7.1 WARRANTIES
Oggvo makes no warranty, express or implied, with respect to any matter, including without limitation the Services provided under the contract, and expressly disclaims the warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. Oggvo does not warrant that delivery of Oggvo Services under the terms of the contract will be error-free, uninterrupted or continuous.
7.2 SPAM
Spam generally involves the sending of unsolicited commercial messages. The use of Spam hereunder is prohibited. While Oggvo is not able to monitor the manner in which You advertise, upon receipt of a complaint that Spam has been generated, whether or not, in connection with the Services hereunder, Oggvo may provide written notice thereof to Oggvo. Oggvo reserves the right to suspend all Services until such time as Oggvo receives written assurances from You that You are refraining and will refrain from engaging in Spam. If You fail to provide such assurances or take such actions, or if Oggvo believes in good faith that You have engaged or are still engaging in Spam, at the election of Oggvo, it may terminate the Services.
7.3 CONFIDENTIAL INFORMATION
Commencing on the Effective Date and continuing for a period of 5 years from the termination of the Services, each party agrees to treat as confidential, and shall not disclose to any third party, any Confidential Information (as hereinafter defined) received from the disclosing party or otherwise discovered by the receiving party while these Terms and Conditions are in effect, including, but not limited to, the pricing and terms of the Contract; any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively, the "Confidential Information"). The parties shall use Confidential Information only for the purposes of these Terms and Conditions. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court or governmental order.
7.4 INDEMNIFICATION
Each party agrees to indemnify, defend and hold harmless the other party and its directors, officers, managers, partners, employees, (sub)contractors, agents and representatives from any and all third party losses, claims, complaints, actions, suits, proceedings, damages, costs and expenses, including, but not limited to, collection costs, reasonable attorneys' fees and legal costs and costs and expenses of investigation, arising out of or resulting from any acts or omissions on the part of either party or any of its directors, officers, managers, partners, employees, (sub)contractors, agents or representatives. This section shall survive any expiration or termination of these Terms and Conditions for a period of two (2) years thereafter.
7.5 COMPLIANCE WITH LAWS AND YOUR INDEMNITY OBLIGATIONS
You will comply fully with all statutes, laws, regulations, ordinances, executive orders and the like (collectively, "Laws") of any country, state, municipality, or the like which are applicable to your operations. Among other circumstances as set forth in Section VII.4 above, You will indemnify, defend and hold harmless Oggvo and its directors, officers, agents and employees from and against: (i) any and all claims, demands, actions, litigation, investigations and proceedings arising out of or related to any non-compliance by You of this section ("Noncompliance Claims"), and (ii) any and all liens, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or related to any Noncompliance Claims.
7.6 SEVERABILITY
If any part of these Terms and Conditions is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed so as to give maximum legal effect to the intentions of the parties as expressed herein.
7.7 WAIVER
The failure of any party to enforce any of the terms of these Terms and Conditions shall not constitute a waiver of that party's right thereafter to enforce each and every term and condition of these Terms and Conditions.
7.8 GOVERNING LAW AND VENUE
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Washington, irrespective of its choice of law principles. For any disputes arising out of these Terms and Conditions, You consent to the personal and exclusive jurisdiction of, and venue in, the state and federal courts within King County, Washington.
7.9 ASSIGNMENT
You may not assign or delegate your rights and obligations under these Terms and Conditions without the prior written consent of Oggvo unless such assignment is to your wholly-owned subsidiary which is creditworthy, operational and able to satisfy your payment obligations on the date of the assignment.
7.10 NOTICES
All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been given if sent via electronic mail to support@oggvo.com in the case of Oggvo, or, in your case, to the address listed in Section VI.3 of the Terms and Conditions. Notices shall be deemed received one business day after being sent by electronic mail.
7.11 FORCE MAJEURE
Except for your payment obligations, neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, an Act of God, work stoppage of certain third parties, terminal illness, etc.
7.12 INDEPENDENT CONTRACTORS
The relationship established by these Terms and Conditions is that of independent contractors and nothing contained in either document shall be construed to: (i) give either party the power to direct and control the business activities of the other, (ii) constitute the parties in the legal relationship of joint ownership, joint venture, franchise or otherwise as participants in a joint or common undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
7.13 LIMITATIONS OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS AND CONDITIONS, OGGVO'S CUMULATIVE AND AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE 6 MONTHS IMMEDIATELY PRECEDING THE EVENT OR SITUATION GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL OGGVO HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THESE TERMS AND CONDITIONS, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE USE OF PRODUCT PURCHASED HEREUNDER, OR THE FAILURE OF PRODUCTS OR SERVICES TO PERFORM, OR FOR ANY OTHER REASON. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.