Subscription Terms & ConditionsAdzeey, LLC DBA The Social AgentTerms Applicable to Use of the Services.
The following terms and conditions apply to the use of the Services offered by Adzeey, LLC DBA The Social Agent. They are in addition to, and inclusive of, the terms and conditions applicable to users of the Site (collectively, the “Agreement”). By using the Services by The Social Agent, you are agreeing to be bound by these terms and conditions.
B. Code of Conduct. The Social Agent by Adzeey, LLC believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, sex, language, sexual orientation, gender identity, age, health or other status. Adzeey chooses to work with professionals who both share these values and embody them in their interactions with consumers, Adzeey employees, and other professionals. In the event Adzeey determines that Advertiser is not upholding these values, The Social Agent by Adzeey LLC may act to ensure the integrity of the Services, including terminating Advertiser's Ad program.
2. Ad Services.The Social Agent provides certain advertising services, namely, social media lead generation, social content posting, custom and target audiences, advertisement development and creation, lead routing, advertisement budgeting, advertisement placement, listing feeds, branding, local ad service, asset creation for social media channels (collectively, the "Services”).The Service levels, associated fees, and policies are subject to change without notice. You and The Social Agent may agree to other Add-On Services in a separate writing. Any such additional Services and agreements are incorporated herein by this reference and are subject to the terms of this Agreement.A. City Ads (Local Advertising)i. Leads: The Social Agent provides advertising services for the purpose of generating leads. For purposes of this Agreement, a “Lead” shall include, at a minimum; a name, phone number, and email address of a prospective seller or buyer. The Social Agent does not make and expressly disclaims any and all other guarantees or warranties concerning the Leads and accepts no responsibility for the strength, profitability, or other outcome of any Lead(s) provided. Furthermore, The Social Agent accepts no responsibility for fraudulent, misleading, or incorrect information concerning any of the Leads unless such misinformation the fault of The Social Agent. Leads are provided “as is” and you accept any and all risk associated with contacting any Leads.ii. Market Exclusivity: When you purchase the Services in a defined geographic region, which region shall be specified in a separate writing, The Social Agent agrees that it will not provide the Services to any other individual or entity in that defined region during the term of your agreement with The Social Agent.
B. Social Daily (Content Posting)We do not sell, trade, or rent Users personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above. We may use third party service providers (Facebook, Twitter, LinkedIn, Google+, Pintrest) to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters or surveys. We may share your information with these third parties for those limited purposes provided that you have given us your permission.
3. Advertising Material Information
A. Rights, Ownership, and Usage. Subject to The Social Agent receiving full payment under this Agreement, The Social Agent assigns to you, without representation or warranty, all rights, title and interest The Social Agent may have in any work specifically created for you by The Social Agent pursuant to this Agreement, except that:i. The Social Agent may use and distribute such work as part of its portfolio for promotional and marketing purposes.ii. The Social Agent shall own and retain all rights to any and all concepts, ideas, designs, proposals and other work and materials (collectively, “Work”) which have been presented to you but not included in the final work product;iii. If you desire to utilize all or some of the Work, whether accepted or rejected by you, for any marketing campaign, promotion, product, service, advertisement or any other purpose outside the scope of this Agreement, then you agree to hire The Social Agent to design, create, develop, market and otherwise implement such Work. You may solicit or hire a third party to implement such Work if, and only if, The Social Agent declines to do so and such third party is hired on terms in no way more beneficial than the terms first offered to The Social Agent.iv. The Social Agent shall retain all rights to any illustrations and other proprietary artwork, if any (each item, a “Design”). Except as otherwise set forth in this Section 8, The Social Agent grants to you the limited, exclusive, irrevocable right to use the Designs as developed pursuant the Agreement.v. Compliance. The Social Agent reserves the right, in its sole discretion, to:a. Remove or modify any content that violates any of The Social Agent's or third parties’ terms of services, privacy policies, or that The Social Agent in its sole discretion, deems to be inappropriate. In the event that The Social Agent discovers a violation of any of these terms or policies, The Social Agent may remove all or certain portions of your advertisements, terminate this Agreement and/or the Services, and/or restrict your access to The Social Agent Services.b. Reject or remove from its Services any advertisements that will, or may tend to bring, disparagement, ridicule, or scorn upon The Social Agent or any of its affiliates, provided that if The Social Agent has reviewed and approved such advertisements prior to their use, The Social Agent will not immediately remove such advertisements before making commercially reasonable efforts to acquire mutually acceptable alternative advertising materials from you. The Social Agent's advertising services are limited to licensed real estate and finance professionals. If you fail to maintain any relevant, required licensure, or if you impersonate or falsely represent affiliation with any person or entity, The Social Agent reserves the right to remove all or certain portions of your listings, and/or terminate this Agreement and the Services.vi. Modification. The Social Agent shall create an advertisement and send the Client Representative a preview. If the Client Representative does not suggest specific changes within twenty-four (24) hours after receipt of the preview, such advertisement will go live and you will not have further opportunity to request changes to the advertisement.vii. Ownership & Client Elements.a. You represent and warrant to The Social Agent that you are the owner or licensee of the alphanumeric or graphic elements that you supply to The Social Agent (“Client Elements”) for use with the Services. You hereby grant a non-exclusive, perpetual, irrevocable, worldwide license to The Social Agent to use and incorporate the Client Elements, for the purposes of creating the Work and performing the Services.b. You represent and warrant that the Client Elements, as well as any other materials provided by you to The Social Agent do not now, and will not, violate any laws or any rights of any third parties, including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.c. You further represent and warrant that any photos or listings you submit of particular real estate for sale are live listings listed by you and are not otherwise untruthful, deceptive, or misleading.d. The Social Agent reserves the right to:(i) block access to or remove Client Elements that The Social Agent believes in good faith to be material that has been illegally copied or are otherwise misleading or infringing the rights of others; and (ii) terminate Services to repeat offenders without any right of refund for advance fees paid.
4. Term & Termination. This Agreement shall become effective immediately upon agreement by you and The Social Agent and shall continue on a month-to-month basis until terminated, unless an alternative term is agreed to in writing by the parties. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party.A. Refunds. All ad purchases are non-refundable. No other credits shall be provided except in the sole and absolute discretion of The Social Agent.B. Fees & Billing. You agree to pay the fees for the selected service level and/or such other fees as you and The Social Agent may agree. For monthly billing, your billing cycle begins on the day that you sign up for the Services. You will be charged the monthly fee on that day and subsequently on the day the advertisements go live of each month thereafter. If any payment is late, declined, or returned, you agree to pay to The Social Agent a one-time administrative fee of twenty-five dollars ($25.00) together with interest at the rate of eighteen percent (18%) per annum, as well as all costs associated with the collection of late payments including, but not limited to, reasonably attorneys’ fees, whether or not suit is brought.C. Upgrades. Advertisers who purchased a Premier Agent Ad subscription other than Platinum may upgrade their subscription at any time, subject to availability and then current pricing.
5. Lawful Obligations and Responsibilities.A. You and The Social Agent agree to the following respective obligations and responsibilities:i. Compliance with Laws. Both parties agree to comply with all applicable legal, statutory, and regulatory requirements under federal, state, local, and foreign law.ii. Requests for Information. You agree to provide The Social Agent with any information requested by The Social Agent for the purposes of providing the Services to you. You shall appoint a sole representative (the “Client Representative”) with full authority to provide or maintain any necessary information and approvals that may be required by The Social Agent. The Client Representative shall be responsible for coordination and review of the Services and notifying The Social Agent of any particular instructions, change order, approvals, etc. The written approval or consent of the Client Representative shall be binding. If, after the Client Representative has approved a design or other element of any of the Services, another authorized person alters the scope of work or requests additional services, you agree to pay all fees and expenses arising from such change or addition.iii. Additional Responsibilities. You agree to comply with any additional reasonable instructions, requests, or other responsibilities set forth or indicated by The Social Agent from time to time to the extent that such instructions, requests, or responsibilities are necessary or reasonable for The Social Agent's performance of the Services.6. Disclaimer and Limitation of LiabilityA. The Social Agent agrees to hold as confidential, and not disclose to any other party, except as expressly permitted herein, all information, research, development, trade secrets, plans, business affairs, and any other proprietary materials received by The Social Agent from you (collectively, “Client Confidential Information”). All Client Confidential Information shall remain the sole and exclusive property of you or its respective owner. The Social Agent will use the same care and discretion to avoid disclosure of Client Confidential Information as it uses with its own similar information that is does not wish to be disclosed, but in no event, less than a reasonable standard of care, and in the absence of willful disregard, The Social Agent will not be responsible for any loss or damage. The Social Agent shall not use Client Confidential Information except in connection with the Services under this Agreement. Notwithstanding, The Social Agent may disclose Client Confidential Information to:(i) The Social Agent's employees, contractors, assigns, or agents who have a need to know such information in connection with the provision of Services hereunder;(ii) Any party who will execute the Services of this Agreement;(iii) any other party with your prior written consent; and to the extent required or permitted by law or legal process.
7. Changes to the Terms of AgreementThe Social Agent may change the terms of this Agreement at any time upon notice and without liability. The Social Agent may give notice as described in Section 11 below, or The Social Agent may give notice by updating the terms on the web page located at http://www.thesocialagent.com. The Social Agent further reserves the right to change or discontinue any or all of the Ads programs at any time with or without notice.
8. Indemnification. Advertiser shall indemnify and defend Adzeey LLC, its authorized licensees, suppliers, agents, affiliates, and licensors from any third party claim or liability arising out of: (i) Ad Materials, (ii) Advertiser's violation of federal, state, local or any other laws or regulations; and (iii) Advertiser's breach of this Agreement or any other applicable terms and conditions, including but not limited to the Adzeey LLC Subscription Terms and Conditions.
9. Consent to Receive Communications. Advertiser agrees that The Social Agent by Adzeey LLC, or a third party acting on behalf of The Social Agent by Adzeey LLC, may email, call and/or send text messages to the email address and telephone number(s) provided by Advertiser, including calls and text messages using an automatic telephone dialing system and/or an artificial or prerecorded voice ("Other Messages"). Advertiser further agrees that such emails, calls and/or text messages may constitute advertising or telemarketing, e.g. The Social Agent by Adzeey, LLC may email, call, or text with information about new service offerings available to Advertiser. Advertiser understands that agreeing to receive other messages that constitute advertising or telemarketing is not a condition to purchase.
10. Third Party Policies. As part of the Services, The Social Agent will post ads on Facebook, Instagram, Twitter, LinkedIn and other third party sites. These third-party sites may have their own terms and conditions applicable to the Services. You acknowledge that the Services and the Client Elements are subject to the terms and conditions, including policies regarding intellectual property ownership, licensing, and privacy policies, on those sites. The Social Agent will notify you of all third-party sites on which the ads will be placed; however, you are solely responsible for checking such third parties’ sites’ terms, conditions, and policies and ensuring compliance with them. You acknowledge that The Social Agent may be prohibited from performing the Services if the Client Elements are not in compliance with the third-party site policies.
11. Representations and Warranties.A. Each party represents and warrants to the other that it has full right and power to grant the rights and to perform its obligations under this Agreement. OTHER THAN THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION, THE SOCIAL AGENT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. THE SOCIAL AGENT DOES NOT REPRESENT OR WARRANT THE RESULT OF THE SERVICES AND DOES NOT GUARANTEE THAT THE LEADS GENERATED BY THE SERVICES WILL BE SUCCESSFUL OR WILL RESULT IN A PURCHASE, SALE, OR OTHER TRANSACTION OR COMMUNICATION OF ANY KIND. Neither party has knowledge of any representation by the other that is contrary to the terms of this Agreement or the documents incorporated herein, and further represents that it has made no misrepresentations as an inducement to its entry into this Agreement.B. You represent and warrant that you have and will continue, during the term of this Agreement, to maintain appropriate licensure as a real estate or finance professional in the relevant jurisdiction.C. You agree that any personally identifiable information that you obtain through the Services is to be used solely in connection as a lead for your real estate or finance business, and for no other purpose.
12. Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOCIAL AGENT SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUES, USE OR DATA IN CONNECTION WITH THE SERVICES TO BE PROVIDED, EVEN IF THE SOCIAL AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF THE SOCIAL AGENT TO YOU FOR ALL CLAIMS WHATSOEVER ARISING OUT OF THE SERVICES TO BE PROVIDED HEREUNDER, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, WARRANTY, TORT, OR STRICT LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO THE SOCIAL AGENT BY YOU UNDER THIS AGREEMENT.
13. Miscellaneous.A. Binding Agreement; Assignment. This Agreement is binding upon the parties and their respective successors and permitted assigns. Neither this Agreement nor any interest hereunder may be assigned, transferred, sold, pledged, or otherwise disposed of by you without the prior written consent of The Social Agent.B. Subcontractors. You agree that The Social Agent may subcontract or delegate any of the Services to be performed under this Agreement.C. Entire Agreement. This Agreement, including all Addenda, which are expressly incorporated herein by this reference, constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. Each party acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party which is not embodied herein. In the event, any of the provisions of an Addendum are in conflict with any of the provisions of this Agreement, the terms and provisions of this Agreement shall control, unless the Addendum in question expressly provides that its terms and provisions shall control.D. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.E. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with the laws of the State of Colorado, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in Denver County, Colorado for the purpose of hearing and deciding any and all disputes, claims, or controversies arising out of and relating to this Agreement.F. Force Majeure.i. General. The Social Agent will not be liable for delay or default in the performance of its obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure Event”).ii. Cancellation. If a Force Majeure Event has continued for thirty (30) days, you and The Social Agent each have the right to cancel the remainder of the Agreement without penalty. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labor disputes, inability to provide raw materials, power or supplies, or any other act or condition beyond the reasonable control of the party in question.G. The provisions of this Agreement which, by their nature intend to survive the termination of this Agreement, shall so survive the expiration or termination of this Agreement.H. Amendments. This Agreement may be amended or modified only pursuant to a written instrument signed by both of the parties hereto.I. No Partnership. This Agreement shall not be construed to make either party an agent or legal representative of the other party, and does not, and shall not be construed to, create a partnership or joint venture between the parties hereto. Both parties are independent contractors and principals for their own accounts.J. Use of Name, Logos, Etc. Neither party shall use the other party’s name, trademarks, service marks, logos, trade names, or branding for any purpose without the prior written consent of the other party unless expressly authorized in accordance with this Agreement.K. No Waiver. The failure of either party to partially or fully exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.L. Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The Social Agent may rely on your electronic signature or other verbal or written acknowledgement, electronic or otherwise, to create a binding and valid agreement.
-Updated October 2017