Terms of Service for Debello LLC

terms of service for debello llc

Terms of Service for Debello’s Marketing Programs and all Technical Projects as described at www.teamdebello.com the use of the term “site” on this page, means both TeamDebello.com and ANY and all client sites that Debello LLC manages or provides content to.

Compensation

Debello will be compensated at the rates determined by separate Statements of Work (SOW)’s supporting the projects/programs that are requested by Client. Payment Terms are due upon receipt. Other associated costs, when required, will be presented to client for approval prior to being implemented or billed. If approved, any additional amounts will be made part of the current invoice, same terms will apply. Invoice’s are considered Late at invoice date + 7 business days, late invoices are also subject to a 7% late fee per month, starting in the current month.

Attorney’s Fee’s

Client agrees to pay all associated legal fee’s and costs in connection with the enforcement and mitigation of any billing, project or marketing campaign disputes arising from the terms of this agreement or associated Statement of Work.

Proprietary Rights

All information that a Client submits to Debello is held as confidential and is not shared with anyone other than those who will help complete the job Client contract us for. All content we provide is considered a “work for hire” and all copyrights belong to Client, the client, unless otherwise specified in an agreement between Client and Debello.

Debello agrees not to reuse or redistribute the content we provided to Client as long as Client have paid in full for the content. Nonpayment of the agreed on price results in the copyrights belonging to Debello. We also agree not to reuse the content we provide to Client in the same form as provided to Client. Debello cannot be held responsible for similar content appearing anywhere nor can we be responsible for someone else misusing Client content. It is the Clients responsibility to police the content and protect Client copyrights.

Resellers of blog services and Affiliate Services provided by Debello are bound with us as if they are the clients, and we are the provider. Any terms of service or contracts between resellers and clients remain between them and we shall not be held liable for what any reseller does with content or any other promises they make to their clients.

Trademarks

The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on a Debello Web Site or on content available through a Debello Web Site are registered and unregistered Trademarks of Debello and other owners and may not be used unless authorized by the trademark owner. Debello will enforce its Trademark rights to the fullest extent of the law.

User Information

In the course of implementing the Client’s program, Client may be asked to provide certain personal information to us. Our information collection and use policies with respect to the privacy of such personal information are set forth in the Site’s Privacy Policy, which is incorporated herein by reference for all purposes. Client, and not Debello, are responsible for the accuracy, currency and content of such information.

Submitted Materials

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from Client through the Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, for example and without limitation, that which Client submit or post to our chat rooms, message boards, online meetings and/or our blogs, or send to us via e-mail) (Submitted Materials) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with Debello’s Privacy Policy. By submitting or sending Submitted Materials to us, unless we agree otherwise specifically in writing, Client: (i) represent and warrant that the Submitted Materials are original to Client, that no other party has any rights to such Submitted Materials (in whole or in part), and that any “moral rights” in Submitted Materials have been waived, and (ii) Client grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. We cannot be responsible for maintaining any Submitted Materials that Client provide to us, and we may delete or destroy any such Submitted Materials at any time.

Indemnification

Client agrees to defend, indemnify and hold Debello, its affiliates, and its and their directors, officers, employees, trustees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from; Client use of our programs, our Site, or Clients placement or transmission of any message, content, information, software or other materials on their Site, project deliverables or Clients breach or violation of the law or of this Terms of Services Agreement.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, and in such case, Client agree to cooperate with our defense of such claim.

DISCLAIMER OF WARRANTIES (Especially Important)

THE SITE AND ITS SERVICES, CONTENT, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS OR CONTENT OF INFORMATION ON THE SITE, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM US OR THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, THROUGH OUR BLOG(S)) SHALL CREATE ANY WARRANTY. DEBELLO LLC ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, CLIENTR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF CLIENTR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR CLIENTR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF CLIENT ARE DISSATISFIED WITH THE SITE, CLIENTS SOLE REMEDY IS TO DISCONTINUE USING THE SITE AND THE SERVICE.

WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WE HEREBY DISCLAIM, AND CLIENT HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH DEBELLO OR ITS AGENTS.

LIMITATION OF LIABILITY (Please Notice This Section)

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL DEBELLO LLC OR ITS AFFILIATES OR ANY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE PROTECTED ENTITIES) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT THAT DEBELLO LLC CREATES AND BUILDS, MATERIALS AND FUNCTIONS RELATED THERETO, CLIENT PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OF SERVICE OR CLIENTR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY CLIENT TO DEBELLO FOR CLIENTS USE OF THE SITE OR PURCHASE OF PRODUCTS  OR SERVICE THAT DEBELLO PERFORMS.

Applicable Laws and Dispute Resolution

We control and operate the Site and Services from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. This Terms of Services Agreement and the relationship between Client and us shall be governed by the laws of the United States and the State of California, without regard to its conflict of law provisions. All parties agree that in the event of any dispute with respect to this Terms of Services Agreement or any respective obligations here-under, such dispute shall be settled by arbitration in the County of Orange, State of California, in accordance with the commercial rules of the American Arbitration Association, however,  Debello LLC may waive this requirement at its sole option. Any award rendered by the arbitrators shall be final and judgment may be entered upon it in any court of competent jurisdiction. Our failure to exercise or enforce any right or provision of this Terms of Services Agreement shall not constitute a waiver of such right or provision. If any provision of this Terms of Services Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Terms of Services Agreement remain in full force and effect.

Refunds

Cancellation of a Debello account/project is permitted unless the account currently has one or more active keywords in the SEO P2 Program. Due to the nature of our performance-based services, our upfront pricing refunds cannot be provided. All keyword deactivation(s) and/or account/project closure requests must be formally documented and provided to Debello in writing directly from the account owner that originated the account, and submitted directly through to Debello via email. Debello will respond to the request and confirm in writing the keyword deactivation and/or the account/project closure. If no response from Debello is received by the Client within 24 hours, the Client should presume that the notification did not occur and attempt to again send the email cancellation. Telephone can also be used to confirm cancellation but does not serve as official notification of the cancellation.

Termination

We may terminate, change, suspend or discontinue any aspect of the Site or the Site’s described services at any time. We may restrict, impose limits on, suspend or terminate Clients access to the Site and/or Debello’s services or features if we believe Client has violated this Terms of Services Agreement or applicable law, or for any other reason without notice or liability. Debello maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of Debello’s services of users who are repeat infringers of intellectual property rights. Termination of Services is also mentioned in the applicable SOW, and the client agrees to abide by the terms as stated in the SOW and this online document.

Changes to Terms of Service

Modifications. Debello may modify this Agreement from time to time, and will always post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you should stop using the Services and cancel all Paid Services according to the previously stated process in this agreement.

Terms of Service for Debello LLC

updated: 04/11/2018

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