Terms & Conditions
Acceptance by Client of any recurring Marketing Proposal or Project Proposal issued by The Social Robin LLC (“The Social Robin”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and The Social Robin with respect to the responsibilities of The Social Robin and Client pursuant to the Marketing Agreement or Project Agreement and these Standard Terms and Conditions (collectively referred to as the “Agreement”). Client represents and warrants that: (1) it has the full authority to enter into the Agreement and to perform the acts or obligations required of it in the Agreement; (2) the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to; (3) the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms. The formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of the State of Texas without regard to its conflict of law provisions.
Scope of Service
The Social Robin shall provide only those professional services and/or products specified in the Agreement (the “Work”). Client understands and agrees that, unless listed in the Agreement, The Social Robin is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Client requests and The Social Robin agrees to perform any services that are in addition to or outside the scope of Work identified in the Agreement, Client shall promptly pay The Social Robin for such services in advance and in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with The Social Robin’s standard terms and rates for the services performed.
Client represents and warrants to The Social Robin that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to The Social Robin, (“Client Content”); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.
Client’s Ownership and The Social Robin’s Ownership
Access to Site and Information
Client will provide for right of entry and access to all relevant sites, equipment, and other information in its control or possession as is necessary for The Social Robin to timely and fully complete the Work. The Social Robin is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or The Social Robin, and The Social Robin has no obligation to investigate facts or conditions not disclosed to it by Client.
Payment is due upon invoice receipt. Client’s failure to pay on time constitutes a material breach of contract by Client permitting The Social Robin to suspend its performance and services hereunder; additionally, The Social Robin shall have all other remedies permitted to The Social Robin by law, equity and these terms. The Social Robin reserves the right to apply interest charges at 5% APR on any past-due invoice. If Client has provided The Social Robin with a credit card authorization, The Social Robin shall be entitled to charge the invoice amount and interest against such card. Client will be responsible for all collections costs, including reasonable attorney’s fees, incurred by The Social Robin as a result of any collection process or proceeding.
Notice and Notice of Cancellation
The Social Robin or Client may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least thirty (30) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and/or mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOCIAL ROBIN’S SERVICES ARE PROVIDED “AS IS.” THE SOCIAL ROBIN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SOCIAL ROBIN DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S SPECIFIC REQUIREMENTS OR THAT THE SERVICES WILL BE COMPLETELY ERROR-FREE, COMPLETELY SECURE OR UNINTERRUPTED. THE SOCIAL ROBIN SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF TELECOMMUNICATIONS SYSTEMS, THE INTERNET, SEARCH ENGINES, SOCIAL MEDIA SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF THE SOCIAL ROBIN. CLIENT ASSUMES ALL RISKS RELATED TO PROCESSING OF TRANSACTIONS RELATED TO ELECTRONIC COMMERCE. Client’s sole remedy for a breach of the foregoing warranty is to require The Social Robin to correct or replace, at The Social Robin’s election, the affected service if Client gives Notice to The Social Robin of such breach within 6 months from the date the affected services were provided.
Limitation of Liability
EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS AND/OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL THE SOCIAL ROBIN, ITS OWNERS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR PROFESSIONAL ERRORS OR OMISSIONS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON AGREEMENT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE SOCIAL ROBIN, ITS OWNERS, OFFICERS, OR EMPLOYEES’ CUMULATIVE LIABILITY TO CLIENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO THE SOCIAL ROBIN BY CLIENT PURSUANT TO THE PREVIOUS THREE MONTHS OF THE AGREEMENT. THE SOCIAL ROBIN SHALL NOT BE LIABLE TO CLIENT OR CLIENT’S REPRESENTATIVES FOR ANY HARM RESULTING FROM ANY USE OF CONFIDENTIAL INFORMATION.
Client agrees to defend, indemnify and hold harmless The Social Robin from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third party claim arising, directly or indirectly, out of the Client Content.