Terms of Service
The following Terms of Service (“Terms”) are between your company (“You” or “you”) and Hyperscope LLC, a Nevada limited liability company (“Company”) and govern your use, and the provision, of (a) the subscription services provided by Company, including without limitation, directory management, web management, paid marketing, and content marketing (the “Services”) and (b) one-time projects, including without limitation branding, branding strategy, naming, logo design, content strategy, graphic design, website design, and website development (as defined below) (the “Non-Recurring Services”). Any additional or different terms provided by you on any purchase order, invoice, business form, or acknowledgment are expressly rejected, and no subsequent performance is an acceptance of any such inconsistent or additional terms.
Subscription Services. Except as otherwise expressly provided in these Terms or in a separate written agreement between You and Company, all Services other the Non-Recurring Services are provided as a subscription. Company offers monthly, bi-annual, and annual subscription plans (and such other subscription plans, as Company may authorize in writing). Depending on your subscription plan (and notwithstanding the fact that all billing and payment occurs monthly) the term of your subscription will run for a term on a monthly, bi-annual, or annual basis (each a “subscription term”). All subscription plans, regardless of your subscription term, will automatically renew for a successive subscription term unless you terminate the Services at least 30 days prior to the expiration of the current subscription term by providing written notice as provided below. You may cancel your subscription to the Services at any time upon at least 30 days’ prior written notice as provided below, provided however that: (a) if your subscription term is monthly and the then current subscription term expires in less than 30 days, termination will not be effective until the last day of the next subscription term; (b) You are responsible for the subscription plan fees through the effective date of termination and cancellation will not result in a refund of any fees; and (c) if You are on a bi-annual or annual subscription plan and if termination will not correspond with the expiration of the current bi-annual or annual subscription term, then Company will automatically charge Your Payment Method (defined below) an amount equal to the total discounts you received by subscribing to a bi-annual or annual plan instead of a monthly plan, for all months during your subscription term through the termination date. All fees are nonrefundable upon payment. All cancellations of and change requests to your subscription to the Services must be emailed to [email protected]. Please note: If You terminate your subscription to the Services, your Site (defined below) will be disabled on the day following the effectiveness of termination. Accordingly, to avoid Site down-time, You should plan accordingly to allow for at least 14 days for the transition of the Site Materials (defined below) to You or your designated third-party service provider.
Billing and Payment.
Billing Cycle for Subscription Services. Your billing cycle for your subscription Services begins on the commencement of your subscription to the Services and runs for a period of one-month, and each subsequent billing cycle will run for a period of one-month. Company automatically charges your credit card or makes ACH withdrawal from your account (your “Payment Method”) on or about the first day of each billing cycle.
Recurring Billing for Subscription Services. You authorize Company to charge to your Payment Method each month for your applicable subscription fees, all applicable taxes, and any other charges You may incur in connection with the Services. You acknowledge that the amount billed each month may vary for reasons that may include changes or additions to the Services, and You authorize us to charge your Payment Method for such varying amounts. You agree to provide us with valid and updated Payment Method information. If your Payment Method does not settle, Company reserves the right to reattempt charges against your Payment Method, to reduce, suspend, or terminate some or all of your Services until payment has settled, to assess a service charge of $25 per occurrence, and to charge interest on any payments not settled when due at the lesser of 16 percent per annum or the maximum rate applicable by law.
Non-Recurring Services. Payment for Non-Recurring Services will be made in accordance with the applicable Proposal for Services. You authorize Company to charge your Payment Method for the Non-Recurring Services on the schedule set forth in your Proposal for Services. If a Proposal for Services provides for payment for any Non-Recurring Services in installments, you agree to pay the entire fee for such Non-Recurring Services and to make all installment payments on time and in full. If you fail to make any payment on time, Company may suspend or terminate Non-Recurring Services and charge interest on any payments not settled when due at the lesser of 16 percent per annum or the maximum rate applicable by law.
Credit Card Fees. If the Payment Method is a credit card, then a surcharge of 3.0% of the transaction value will be added to the transaction amount to cover credit card processing fees. This surcharge does not apply if the Payment Method is an ACH withdrawal.
All payments are nonrefundable. All payments are final and nonrefundable. There are no refunds or credits for cancellations made mid-billing cycle or otherwise.
Your Website, Business Listings, and Social Media Accounts. In order for Company to promptly and adequately provide the Services, You agree to provide to Company: (a) administrator/owner access (i.e. usernames, passwords, and other necessary login information) to your website (your “Site”), and your business listings, and social media accounts (your “Accounts”) and/or permission to claim, establish, set-up and control the Accounts on your behalf; (b) permission to make changes to your Site and Accounts for the purpose of optimization, visibility, performance, or otherwise in connection with the Services, and to communicate directly with any Third-Party Sites, and other necessary persons, on your behalf (c) access to your traffic statistics and information; (d) use of your logos, trademarks, images, and other intellectual property or proprietary rights for the purpose of creating, modifying, and optimizing your Site and/or Accounts and any other uses in connection with the provision of the Services.
Ownership. The Non-Recurring Services or Services may include the development of a website, together with design files, images, and custom content created for you by Company (the “Site Materials”) as well as campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, designs, websites, applications, source code, and other similar materials whether or not subject to copyright, trademark, patent, or similar protection (collectively with the Site Materials, the “Work Product”). Upon payment in full of all applicable fees and charges for the Work Product, all right, title, and interest to the Work Product (expressly excluding any content delivered by you) belong to You, excepting that, some or all of the Work Product are subject to third-party license fees and other applicable terms regarding the nature and scope of use, including but not limited to the Publicity License (as defined below). Upon payment of the transfer fee specified in your Proposal for Services, Company will facilitate the transfer of all Work Product to you, or to your designee. Company reserves the right to include Company’s logo and link to its website on your Site and all other websites (if any) that Company creates or manages for you, which includes the right for Company to update such logo and website link from time to time (the “Publicity Right”). As part of Company providing the Services and Non-Recurring Services to you, you hereby grant to Company a perpetual, fully paid-up, royalty-free, sublicensable, transferable, and irrevocable license (the “Publicity License”) to exercise the Publicity Right, and you agree that the charges for the Services and Non-Recurring Services are based in part on the foregoing.
Website Changes and Updates Scope. Your Services subscription package may include changes to your Site and/or Site Materials at no additional cost. Such Services are limited to adding, replacing, or removing text, images, audio, or video content; adding, replacing, or removing practice area pages, attorney profile pages, or navigation menu items; and, cropping, resizing, and optimizing images. All other development work, website changes, or out-of-scope design work will be available for additional fees.
Chat Services. Your Services subscription package may include a chat function placed on your Site, which may involve live agent and/or virtual assistant functionality. The chat function is not guaranteed to be available without interruption, and certain interruptions will be required for maintenance and other purposes. Company and its third-party service providers will have access to live chat communications. Company cannot and does not undertake to review any communications exchanged via the chat function. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any chat agent, customer, or any other person.
Third Party Search Engines, Directories, and Social Media Sites. Your Services may include the use of keywords, phrases, and/or search terms for the purpose of seeking to improve the ranking, positioning, and exposure of your Site and business information with third-party search engines, online business and informational directories, and social media sites, such as Google, Bing, Yahoo, Yelp, City Search, Facebook, Twitter, Google Plus, among others (collectively, “Third-Party Site(s)”). Company has no control over the policies, procedures, methodologies, operations, or terms of service of any Third-Party Site. Company will endeavor to maintain and improve the ranking, positioning, and exposure of your Site with Third-Party Sites. However, due to constant fluctuations in the relative competitiveness of all keywords, phrases, and/or search terms, together with recurring changes in search engine ranking algorithms, and other competitive factors, Company is unable to guarantee any specific page ranking or position keyword, phrase, or search term.
Your Acknowledgements. You acknowledge and agree that: (a) while the Services are designed and intended to improve the positioning, visibility, and accuracy of your Site and Accounts, because of factors outside of the control of Company, the Services may not result in an increase in revenues or profits for You; (b) because of the procedures and operations of Third-Party Sites, among other factors, the results of the Services may be delayed, not immediate, or not readily ascertainable; (c) all fees are, when paid, nonrefundable; (d) participation by You is necessary for the timely and adequate provision of the Services by Company, and the failure by You to perform your obligations and to promptly respond to inquiries and provide feedback with respect to deliverables may delay the performance of the Services to your expectations, but will not result in a delay or suspension of subscription fees or other amounts payable by You; (e) configurations or changes made to your Site or Accounts, in the past or future, by third parties may adversely affect the results of the Services; (f) all images, logos, designs, content, and other intellectual or proprietary property delivered to Company by You, is either your property or you have obtained all necessary rights to the same, and the use by Company of such materials shall not infringe on, or constitute the misappropriation of, the intellectual property or proprietary right of any person, and You agree to indemnify, defend, and hold harmless Company and its representatives from any claim in that regard; (g) certain of the Site Materials used in connection with your Site may be the intellectual or proprietary property of third-parties and subject to third-party license fees and adherence to applicable terms regarding the nature and scope of use; and (h) in order to avoid Site down-time in connection with any termination of your subscription to the Services you should make appropriate plans to allow adequate time for the transition of the Site Materials to You and/or your designee.
Sharing of Information With Third-Party Providers. You authorize Company to disclose any and all information relating to you and your Site to contractors, service providers, and other third parties we use to provide the Services and otherwise as part of our business activities, including without limitation information that may be proprietary or confidential to you. We endeavor to obtain confirmation from such third parties that they will keep all proprietary and confidential information in confidence and use such information only for the purposes for which it is disclosed. However, we do not control third parties’ use of any information, and do not assume any liability in connection with the same.
Changes to Terms and Rates. Company may change these Terms, any fees, rates, expenses, or charges regarding your Services, or modify, suspend, or discontinue any aspect of the services, on delivery of not less than 5 business days’ notice, provided that no increase in subscription fees will be effective until your next billing cycle. Any such update, including without limitation, an updated version of these Terms will be effective upon the date of posting unless indicated otherwise. To the maximum extent permitted by law, your continued use of the Services following any changes will constitute your acceptance of such changes. To reject any such change, you must terminate the Services.
Additional Terms and Conditions. From time to time, Company may offer and You may subscribe to certain types of Services that are not referenced by these Terms. In such event, additional terms and conditions may apply to such other types of Services. In the event of a conflict between such other terms and conditions and these Terms, these Terms will supersede and control, except to the extent that the other terms and conditions are expressed in a writing signed by you and an authorized representative of Company, and specifically describe an amendment to these Terms that is being made for the purpose of overriding these Terms on a certain subject.
Termination. We may terminate your subscription to the Services, at our discretion, upon 60 days’ notice, and Company will not be liable to You or any other person should it so exercise such rights, even if You are impacted by the change. If we do so at our discretion and without cause, we will give you a pro-rated refund of your subscription fee (if any) with respect to future Services that will not be provided; however, if you violate any provision of these Terms, your rights under these Terms will automatically terminate without notice, and Company may, in its discretion, immediately revoke your subscription to the Services, the Site Materials, and disable your Site without liability or refund of any kind.
Service Limitations and Limitation Of Liability. The Services are provided “as is”, with all faults, and without warranty of any kind, and Company disclaims all representations, warranties, conditions, and terms, with respect to the Services (and third-party services) whether express, implied, statutory, or by common law, custom, course or performance, usage, or otherwise, including without limitation performance, the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and noninfringement. Company does not warrant that the Services will meet your requirements, will be available without interruption, or that the Services will be compatible with third party products, goods, or services. If Company cannot lawfully disclaim such warranties, then to the extent permitted by law, Company limits the duration of such warranties to the minimum time permitted under such law. Company shall not be responsible for any default, delay, or interruption of the Services if and to the extent such default, delay, or interruption is caused by a (a) fire, flood, elements of nature or other acts of god; (b) any outbreak or escalation of hostilities, acts of terrorism, war, riots, civil disorders, or sanctions; (c) general failure of public infrastructure or communications resources; or (d) other cause or circumstance beyond the reasonable control of Company.
In no event will Company be liable to you or to any third party for any loss of use, revenue or profit or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.
In no event will Company’s liability arising out of or related to these Terms or the Services, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to Company in the 12-month period preceding the event giving use to the claim.
Delays. You acknowledge that your timely participation and cooperation is necessary for Company to provide the Services and the Non-Recurring Services as anticipated in your Proposal for Services. Your failure to provide necessary information, attend scheduled meetings and phone calls, provide feedback or participate or cooperate in any other reasonable manner will create delays, hinder the performance and results of the Services and the Non-Recurring Services and may impact the estimated cost and schedule.
Assignment. You may not assign, transfer, delegate, or subcontract any of your rights or delegate any of your obligations under these Terms or any subscription without the prior written consent of Company. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve you of any of your obligations under these Terms or any subscription. Company may assign any of its rights or delegate any of its obligations related to the Services to other individuals or entities acting as a subcontractor. In addition, Company may freely assign and delegate its right and obligations relating to the Services to one or more affiliated, subsidiary, and successor business entities without additional notice.
Governing Law and Venue. These Terms are governed by the laws of the State of Nevada, notwithstanding any choice of law rule or provision that may result in the law of any other jurisdiction governing these Terms. The exclusive jurisdiction and venue for any action arising out of or relating to the subject matter of these Terms or the relationship between you and Company shall be in any state or federal court located in Clark County, Nevada, and both parties submit to the personal jurisdiction of such courts.