Terms & Conditions
EZsolutions – EZsocial, EZhire, Reputation Management, Text Marketing Terms of Service
Last modified: August 5, 2024
These terms and conditions and all applicable service-specific terms (“Terms of Service” or “Agreement”) govern your access to and use of any websites, mobile sites, mobile applications, products or services offered by EZsolutions Inc.. (“EZsolutions” “EZsocial” EZhire “Reputation Management” “Text Marketing” “we” “us”) based on the plan you purchased (the “Services”)
BY ACCESSING AND USING THE SERVICES IN ANY MANNER, YOU ARE “ACCEPTING” AND AGREEING TO BE BOUND BY THESE TERMS OF SERVICE TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT UNCONDITIONALLY ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU SHALL NOT (AND SHALL HAVE NO RIGHT TO) ACCESS OR USE THE SERVICES. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THESE TERMS SHOULD BE READ IN CONJUNCTION WITH EZsolutions’s PRIVACY POLICY.
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services. If we do so, we will post the modified Terms of Service on www.LetEZsolutionsDoit.com (the “Site”), though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. If a change has a material adverse impact on you, and you have contracted and prepaid for a certain term, you may notify us within 30 days after being informed of that change that you do not agree with the change. If you do so, we will delay applying the change to you until your prepaid term ends, or, at our sole and absolute discretion, allow you to cancel your account, and we will refund any prepaid amount pro rata to you. If you use our Services after your prepaid term ends, all changes will apply to you. You are responsible for regularly reviewing the most current version of these Terms of Service, which are currently available at: https://letezsolutionsdoit.com/terms-conditions/. When we change these Terms of Service, we will modify the “Last Modified” date above.
1. Definitions
“Authorization Form” means a document issued by EZsolutions and executed or otherwise agreed upon by you, or your authorized representative that specifies, among other things, a description of the Services, the fees, the number of Seats purchased, the Term, and any other details specifically related to the Services.
“Authorized Users” means individuals who are directly accessing the Services via an online sign-up process, or individual users authorized by you to use the Services and who you have supplied user identifications and passwords to. Authorized Users may include your employees, consultants, contractors, agents, or your other designees, but shall not include any employee or agent of any EZsolutions competitor.
“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to EZsolutions by or on your behalf in relation to the use of the Services.
“Fair Use Policy” means the limits placed on usage as described in Section 2.6.
“Mentions” means the information, including links, posts, and excerpts, that has been made publicly available and obtained by EZsolutions on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.
“Seat” means a single subscription associated with a single login to Services, assigned to one Authorized User.
“Services” means services provided to you by EZsolutions based on the plan you have purchased either through an online transaction or via an Authorization Form, but excluding Third-Party Services.
“Supported Platform(s)” means the social networking site(s) currently supported by the Services, including Twitter, Facebook, LinkedIn, Instagram, YouTube, Google My Business, Pinterest, and other social networking sites as described via the Site.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
“Third-Party Services” means products, services, applications, or websites made available by third parties through the Services (i.e., companies or people who are not EZsolutions).
2. EZsolutions Services
2.1 Services. During the Term, subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, EZsolutions grants you and your Authorized Users a right to access and use our Services for the number of Seats purchased, and support, if applicable, in accordance with the plan you selected.
2.2 Updates and Functionalities. You acknowledge that from time-to-time EZsolutions may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, EZsolutions shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to EZsolutions on reasonable terms (each an “API Change”), EZsolutions may cease to provide such features to you without entitling you to refund, credit, or other compensation.
2.3 Acceptable Use. You shall (i) be responsible for your and your Authorized Users’ compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping you password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify EZsolutions if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you access or subscribe to in connection with the Services, including the applicable terms for Supported Platforms, such as the YouTube Terms of Service published atwww.youtube.com/t/terms. Without limiting the foregoing, you represent and warrant that (i) you are not a public sector entity who will be using the Services to access or use content from Twitter for surveillance purposes, (ii) you are not a public sector entity whose primary function includes conducting surveillance/gathering intelligence; and (iii) you will not be using the Services to access or use content from Twitter for any unlawful, discriminatory purposes and/or profiling based on sensitive categories of information prohibited by law (see Section VII.A. User Protection of the Twitter Developer Agreement published at https://developer.twitter.com/en/developer-terms/agreement). You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use a Seat; (c) sell, trade, or otherwise transfer your Seats to another party; (d) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
2.4 Mentions. You understand that by using the Services you may be exposed to third-party content, information, and Mentions that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. EZsolutions does not own, control, or review Mentions, and unless Customer creates the content of Mentions, Mentions shall not be considered “Customer Content” under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. EZsolutions has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although EZsolutions may do so in its sole discretion. Your use of Mentions is at your sole risk, and EZsolutions shall not be liable to you or any third party in relation to Mentions.
2.5 Fair Use Policy. EZsolutions may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of EZsolutions.
2.6 Third-Party Products and Services. You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third-Party Services may also allow you to store your Customer Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not EZsolutions. EZsolutions makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed, and any contract entered into by you with any such third party. Namely, while using the YouTube API client, you are agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms). You can revoke EZsolutions’s access to your YouTube and Google accounts at any time by visiting Google’s Security Settings (https://security.google.com/settings/security/permissions).
2.7 Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict EZsolutions’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
2.8 Beta Testing. From time to time, we may offer you the opportunity to install, use and test (the “Beta Testing”) certain of our Services prior to their commercial release (the “Beta Services”).
Beta Services are intended for evaluation purposes and not for production use and are subject to following additional terms:
(i) we grant you a limited right to use the Beta Services for Beta Testing purposes during the applicable testing period;
(ii) you agree to provide suggestions, comments, or other feedback with respect to the Beta Services as reasonably requested, including ideas for modifications and enhancements (the “Beta Feedback”). You hereby assign to us all right, title and interest in and to the Beta Feedback. All Beta Services and your Beta Feedback are EZsolutions’s Confidential Information, and EZsolutions may use your Beta Feedback in advertising and promotional materials with your prior consent (not to be unreasonably withheld);
(iii) we reserve the right to modify the Beta Services or terminate your participation in the Beta Testing for any reason, without liability to you. We will use commercially reasonable efforts to provide you with reasonable advance notice of such termination;
(iv) you acknowledge that the Beta Services are not at the level of performance or compatibility of a final, generally available product offering, and may be substantially modified prior to commercial availability, or withdrawn. We are under no obligation to provide technical support with regards to the Beta Services, and we provide no assurance that any specific errors or performance issues in the Beta Services will be corrected; and
(v) the Beta Services are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Use of the Beta Services is at your sole risk. In no event will we be liable to you for any damage whatsoever arising out of the use of or inability to use the Beta Services.
3. Intellectual Property
3.1 EZsolutions Services. As between you and EZsolutions, EZsolutions retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of EZsolutions’s rights or interests therein or any other EZsolutions intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by EZsolutions. You may from time to time provide suggestions, comments or other feedback to EZsolutions with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for EZsolutions notwithstanding anything else. You shall, and hereby do, grant to EZsolutions a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
3.2 Customer Content. You grant EZsolutions a limited, worldwide, non-exclusive, non-transferable (except as set forth in Section 9.1) license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. EZsolutions may also use Customer Content for the purpose of supporting and developing the Services, provided that when doing so, EZsolutions shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on EZsolutions any right of ownership or interest in the Customer Content or the intellectual property rights there
3.3 Responsibility for Customer Content and Mentions. You are solely responsible for the Customer Content and approval that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Services, and you agree that EZsolutions is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of Queries and Mentions. EZsolutions will not review, share, distribute, or reference any Customer Content or Mentions except as provided herein, as provided in EZsolutions’s privacy policy, or as may be required by law. Notwithstanding the foregoing, EZsolutions retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.
3.4 Domain Registration and Transfer. Client acknowledges that, at Client’s request, EZsolutions may register, renew, manage, or otherwise maintain domain names on Client’s behalf. Any registration, renewal, transfer, hosting, management, or related costs advanced by EZsolutions shall be reimbursed by Client upon invoice.
Unless otherwise agreed in writing, EZsolutions shall retain administrative control of any domain name registered, renewed, or managed by EZsolutions on Client’s behalf during the term of this Agreement.
In the event Client requests transfer of a domain name, website files, hosting account, website content, or other digital assets managed by EZsolutions, EZsolutions shall cooperate in facilitating such transfer provided that:
(a) all invoices for services rendered have been paid in full;
(b) all domain registration, renewal, hosting, development, marketing, social media, AI services, and other outstanding charges have been satisfied;
(c) there are no pending chargebacks, payment disputes, credit card disputes, or claims alleging unauthorized or fraudulent charges; and
(d) Client has provided all information reasonably necessary to complete the transfer.
EZsolutions shall not be obligated to release administrative access credentials, transfer domain management, provide website files, or assist with migration of services while any undisputed balance remains unpaid or while any payment dispute or chargeback remains unresolved.
Upon satisfaction of all outstanding financial obligations, EZsolutions shall provide reasonable assistance to transfer the domain name and website assets to Client or Client’s designated provider within a commercially reasonable period of time.
4. EZsolutions Products and Fees
4.1 Purchases By Authorization Form. If an Authorization Form is issued for the purchase of Services, you agree to pay all fees as and when described per the Authorization Form(s). EZsolutions shall invoice you for the fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all invoices shall be payable within 30 days of the invoice date. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the entity and address set forth in the invoice.
4.2 Online Paid Services. For paid Services purchased online (“Online Services”), you must provide EZsolutions with a valid credit card or other payment method (e.g., PayPal account) to pay for such services. Some Services may be available as a one-time purchase, and others can be purchased as a monthly or yearly subscription. You agree that EZsolutions has permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms EZsolutions retains in the future) your submitted payment information in order to process your purchase. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. EZsolutions does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel or downgrade your account to a charge-free account, you authorize EZsolutions to continue billing your credit card and/or PayPal account and you remain responsible for any uncollected amounts. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.
4.3 Free Trial Period. If you sign up for a free trial period for a Service that is subject to charges (the “Free Trial”), we may require you to provide us with a valid credit card or other valid payment method. We may start charging you automatically on the first day after the Free Trial is over, unless you cancel or downgrade to a charge-free Service and uninstall any Apps or other items, as required for cancellation, before the end of the Free Trial period. Please note that prior to the end of the Free Trial Apps purchased via the EZsolutions App Directory may need to be uninstalled via the App Directory to avoid charges being incurred. The Free Trial is only available to first time users of a paid Online Service.
Customers are entitled to one free trial each, unless otherwise authorized by EZsolutions. In the event that one customer initiates multiple trials within the system, that customer will immediately waive their right to a free trial period and the company may bill them at any time.
4.4 Subscription Services; Auto-renewal and Cancellation. If you are purchasing Online Services on a subscription basis, you may have the option to purchase a monthly or a yearly subscription, which will automatically renew at the end of its applicable term. Subscriptions are billed in advance on a monthly, quarterly, or yearly basis (as per the option chosen when you purchased such Online Services) and are non-refundable for the subscription period they are purchased for. You agree that EZsolutions may process your credit card or other valid payment method on each monthly, quarterly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to Online Services. If your paid subscription to Online Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), we will process your payment on the last day of such month. You may elect to cancel or downgrade your Online Services at any time. If you subscribed to a monthly plan, the downgrade will only be effective at the end of the then-current monthly billing period, and no credits or refunds will be issued to you for any prepaid fees. If you subscribed to a yearly plan, the downgrade will only be effective at the end of the then-current annual billing period and no credits or refunds will be issued to you for prepaid fees. Online Services purchased for a one-time fee (such as white label) are not refundable.
4.5 Late Payment. If any amounts due hereunder are not received by EZsolutions by the due date, then at EZsolutions’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days’ written notice, EZsolutions may suspend your access to the Services if EZsolutions does not receive the amounts invoiced hereunder at the expiration of such period.
4.6 Taxes and Withholdings. You are responsible for paying all Taxes associated with your purchase of Services. If EZsolutions has the legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide EZsolutions with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, EZsolutions receives an amount equal to the sum it would have received had no such deduction or withholding been made.
5. Term and Termination
5.1 Term of the Agreement (“Term”). By selecting the annual pricing option for EZsolutions services, you are agreeing to a binding 12-month agreement that cannot be canceled during the initial term. Annual agreements require a 30-day written notice for cancellation prior to the end of the term. If no cancellation notice is provided, the agreement will automatically be renewed on a quarterly basis after the initial 12-month period. For customers on month-to-month plans, cancellation is allowed at any time with a 15-day written notice. This structure is designed to provide flexibility for month-to-month users while ensuring consistent service and pricing stability for annual subscribers. By choosing your preferred plan, you acknowledge and agree to these terms. For further clarification, please refer to our full Terms and Conditions or contact our support team.
5.2 Termination. If you violate the letter or spirit of this Agreement, abuse the Services, or otherwise create risk or possible legal exposure to EZsolutions, we can terminate or suspend your access to the Services at our sole discretion. We will use commercially reasonable efforts to notify you by email or at the next time you attempt to access your account.
5.3 Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by EZsolutions; and (iii) you will pay EZsolutions all unpaid amounts owing to EZsolutions.
5.4 Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
6. Indemnification
6.1 Your Indemnification. You shall defend, indemnify, and hold harmless EZsolutions, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of Section 2.3 or Section 2.6; or (c) relating to, or arising from, Third-Party Services.
7. Limitation of Liability
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EZsolutions’s AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEEDS PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. EZsolutions DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EZsolutions, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL EZsolutions BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EZsolutions WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF EZsolutions FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EZsolutions, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF EZsolutions; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
8. General
8.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of EZsolutions (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. EZsolutions may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. EZsolutions may also substitute, by way of unilateral novation, effective upon notice to you, EZsolutions Inc. for any third party that assumes our rights and obligations under this Agreement.
8.2 Export Compliance and Use Restrictions. You shall not use or access the Services if you are located in any jurisdiction in which the provision of the Services is prohibited under Canadian, U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not allow Authorized Users to access or use the Services in violation of any Canadian, U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Canada and the United States.
8.3 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
8.4 Notices. For purposes of service messages and notices about the Services, we may place a banner notice across our pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your EZsolutions account or through other means including email, mobile number, telephone, or delivery services including the postal service about your EZsolutions account or services associated with us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to EZsolutions via email with a duplicate copy sent via registered mail to EZsolutions Inc., 2100 Southview Drive, Lexington, Kentucky; Attention: Legal Affairs. The email address provided may be updated as part of any update to these Terms of Service.
8.5 Waivers .No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
8.6 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
8.7 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
8.8 Governing Law. This Agreement and your relationship with EZsolutions shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the state of Kentucky, United States and shall be considered to have been made and accepted in Kentucky, United States, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Lexington in Kentucky. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
8.9 Entire Agreement. The terms of this Agreement, together with any service-specific terms, any applicable Authorization Form, all exhibits, and EZsolutions’s privacy policy, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to EZsolutions and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.
SERVICE-SPECIFIC TERMS
9. EZsolutions Campaigns for Contests
If you use or access EZsolutions Campaigns for Contests, the following additional terms apply to your access to and use of such Services:
9.1 Additional Definitions.
“Campaigns” means campaigns created by you or your Authorized Users, including contests, sweepstakes, galleries, and other market data gathering activities on Supported Platforms, via the EZsolutions Campaigns Platform.
“Campaign Page” means a webpage for a particular Campaign that may display or publish Customer Content, Mentions, and/or Submitted Content.
“Campaign Participant” means a person who participates in a Campaign.
“EZsolutions Campaigns for Contests” or “EZsolutions Campaigns Platform” means EZsolutions’s proprietary software, content, text, images, media, and other materials delivered through EZsolutions’s web platform campaigns. LetEZsolutionsDoit.com (including successor domain names and sites) and mobile applications that enable you and your Authorized Users to create and manage Campaigns, including any modifications or Updates.
“Submitted content “means all information (including personal information) and data or any other content in any media and format provided or made available to you by Campaign Participants.
9.2 Campaigns. You shall: (i) be responsible for the Campaigns and content published and distributed on the Campaign Pages; (ii) ensure that each Campaign complies with all applicable laws, rules, and regulations; (iii) establish, provide, and administer official rules for each Campaign that accomplish the following: (a) informs each Campaign Participant that you may be collecting personally-identifiable information about them in connection with the operation of the Campaign, your use of the foregoing information will be subject to your privacy policy, and EZsolutions’s use of the foregoing information will be subject to EZsolutions’s privacy policy; (b) obtains each Campaign Participant’s consent as required by applicable law to your and EZsolutions’s use of such information for purposes of operating the Campaign and for the statistical purposes set forth in these Terms of Service or the applicable privacy policies; (c) notifies each Campaign Participant that the Campaign is in no way sponsored, endorsed, or administered by, or associated with, EZsolutions and that any references to any of your products, services, or offerings by trade name, trade-mark, manufacturer, supplier, or otherwise do not constitute or imply endorsement, sponsorship, or recommendation thereof by EZsolutions; and (d) states that each Campaign Participant unconditionally releases and holds harmless EZsolutions from any and all liability associated with the Campaign; (iv) require each Campaign Participant to agree to the official rules for the applicable Campaign; and (v) not request the submission of personal medical information, social security information, payment card details, or financial information with respect to a Campaign or on a Campaign Page.
You acknowledge and agree that: (i) the Services do not assist with compliance of the Campaigns with any laws, rules, or regulations; (ii) EZsolutions is not responsible or liable for the failure of any Campaign Participant (or any other third party) to comply with the rules, terms, conditions, policies, or applicable laws, rules, or regulations governing any Campaign; (iii) EZsolutions is not liable for the content or customized display of any Campaign or Campaign Page and disclaim any warranty as to the completeness of the Mentions and Submitted Content obtained on your behalf and displayed on any Campaign Page; (iv) you may not refer to EZsolutions nor use EZsolutions’s name, trade-marks, or trade names in connection with a Campaign or in the rules or materials relating to a Campaign, except to refer to EZsolutions’s privacy policy and copyright policy where required in accordance with the paragraph above; (v) if Campaign Participants provide you with Submitted Content that is personal information, EZsolutions is not responsible or liable for your use or distribution of such information; and (vi) EZsolutions is not responsible for monitoring your compliance with the obligations in this Section 10.2. If you are in breach of such obligations with respect to a Campaign, EZsolutions may immediately suspend such Campaign and its Campaign Page and your access to the Services.
9.3 Submitted Content. You shall be solely responsible for the means by which you acquire or generate Submitted Content. You understand that, by using the Services, you may be exposed to Submitted Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate. Unless you create the content of the Submitted Content, Submitted Content shall not be considered “Customer Content” under any circumstances. EZsolutions has no obligation to preview, verify, flag, modify, filter, or remove any Submitted Content, even if requested to do so, although EZsolutions may do so in its sole discretion. Your use of Submitted Content is at your sole risk, and EZsolutions shall not be liable to you or any third party, including any Campaign Participant, in relation to Submitted Content.
To the extent Submitted Content is accepted for a Campaign, you shall (i) require each Campaign Participant to be responsible for its own Submitted Content and the consequences of posting or publishing such Submitted Content; and (ii) require each Campaign Participant to affirm, represent, and warrant that such Campaign Participant (a) owns or has the necessary licenses, rights, consents, and permissions to use and authorize you and EZsolutions to use all intellectual property rights in and to its Submitted Content and (b) has the written consent, release, and/or permission of each and every identifiable individual person in its Submitted Content to use the name and likeness of every such person, in order to enable inclusion and use of the Submitted Content in the manner contemplated by the Campaign and applicable official rules and on the Campaign Page.
9.4 Responsibility for Campaigns and Submitted Content. You agree that the Services are only a passive conduit for the online display of Campaigns and Submitted Content. EZsolutions will not review, share, distribute, or reference any Campaigns or Submitted Content, except as provided in this Agreement, as provided in EZsolutions’s privacy policy, or as may be required by law. Notwithstanding the foregoing, EZsolutions retains the authority to remove any Submitted Content uploaded that it deems in violation of this Agreement, in its sole discretion.
9.5 Your Additional Indemnification. You shall defend, indemnify, and hold harmless EZsolutions, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that any Campaign or Submitted Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (b) relating to, or arising from, (i) any Campaign or Submitted Content, or entries to or from a Campaign or a Campaign Page or (ii) your breach of your obligations, representations, or warranties in Section 10.2 or 10.3 above.
9.6 Contact Us. If you have any questions about this Agreement, the content on LetEZsolutionsDoit.com and/or use of the EZsolutions Service, please contact us at: 859-456-5566 option 1.
Website Development Agreement Terms & Conditions:
Representations & Warranties
a. By Client. Client represents, warrants, covenants and agrees that: (1) Client is duly organized, validly existing and in good standing, and is duly qualified and licensed to do business and to carry out its obligations under its Agreement, and that the execution, delivery and performance of its Agreement does not violate any existing agreement to which Client is a party or by which Client is bound; (2) Client is the owner, or authorized licensee of, and has and shall have all right, title and interest in and to Client’s content contained on its website; (3) all content on Client’s website or otherwise provided or made available to EZsolutions in connection with the performance of its Agreement (“Client Content”) does not infringe or misappropriate any patent, trademark, copyright, trade secret or other proprietary right of any third party; (4) Client has obtained all authorizations and consents in connection with the Client Content necessary for EZsolutions to perform its obligations and exercise its rights hereunder; (5) Client’s use of the Services is in compliance with all laws, rules and regulations, including all privacy and marketing laws, rules, and regulations including the Telephone Consumer Protection Act; and (6) Client’s use of the Services will not, infringe any trade name, trademark, trade secret, copyright or other rights of any third party.
b. By EZsolutions. EZsolutions represents, warrants, covenants and agrees that: (1) it is duly organized, validly existing and in good standing, and is duly qualified and licensed to do business and to carry out its obligations under the Agreement, and that the execution, delivery and performance of the Agreement does not violate any existing agreement to which it is a party or by which it is bound; (2) EZsolutions will provide the Services in compliance with all laws, rules and regulations, and such Services do not, and will not, infringe any trade name, trademark, trade secret, copyright or other rights of any third party. EZsolutions’s failure to perform any term or condition of the Agreement as a result of conditions beyond its reasonable control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, or damage or destruction (unless caused by EZsolutions) of any computer hardware, network facilities or servers, shall not be deemed a breach of the Agreement.
Disclaimers
Client acknowledges and agrees that the Services provided under the Agreement are expressly subject to, and limited by, the disclaimers set forth below, attached hereto and incorporated herein by reference, and that EZsolutions shall have no liability for any and all losses, liabilities, claims, costs, damages, and expenses that Client may incur as a result of any circumstances described in the Disclaimers, or any other acts of third parties. EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND XOOKER HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES.
Work Made For Hire; License By Client To EZsolutions
a. To the extent that EZsolutions is not utilizing third party or open-source property or material, any development or modification of Client Content by EZsolutions under the Agreement, including any website screens, graphics, text or other website materials, programming code or documentation that is part of or related to such website materials, if any, to the extent uniquely related to the Client Content, shall be considered a “work for hire” under the United States copyright laws, and the copyright in and to such material shall belong to Client once payment for services by EZsolutions have been paid in full.
b. Client hereby grants EZsolutions a worldwide, perpetual, irrevocable, royalty-free license to use and have others use for any purpose any development or modification by EZsolutions under the Agreement, including any skills developed or any improvements made regardless of their origin, including as suggestions or feedback from Client.
Limitation of Liabilities and Remedy
Customer agrees that the aggregate liability of EZsolutions and its members, officers, employees and agents to Client for any action, damage, claim, liability, cost, expense or loss in any way arising out of or related to the Agreement shall be limited to the fees paid or required to be paid by the Customer pursuant to Section 3 of the Website Development Agreement in the one year period immediately preceding the date the claim arose. In no event shall EZsolutions or its members, officers, employees, or agents be liable to Client or to Client’s stockholders, members, partners, directors, officers, employees or agents for any loss or corruption of data or any consequential, exemplary, special, indirect, incidental or punitive damages, including, without limitation, arising from lost profits, lost business, unavailability or performance of the Services, or opportunity costs.
Indemnification
Each party agrees to indemnify and hold harmless the other party and its stockholders, members, partners, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against, and will promptly pay upon demand to the Indemnified Party, the amount of, any and all losses, liabilities, claims, costs (including, without limitation, costs of investigation and defense), damages, and expenses (including, without limitation, reasonable attorney’s fees) which an Indemnified Party may sustain resulting from, arising out of, relating to or caused by (a) any breach, or any action, claim, or demand alleging a breach, by party providing indemnification hereunder (the “Indemnifying Party”) of any covenant or other agreement contained in this Agreement and (b) any breach, or any action, claim, or demand alleging a breach, of any representation or warranty made by the Indemnifying Party in the Agreement. The remedies provided in this section are not exclusive of and do not limit any other remedies that may be available to any Indemnified Party.
Notices
a.Notices. All notices, requests, consents, demands or other communications given under the Agreement shall be in writing and shall be deemed duly given and received (i) upon personal delivery to the party to whom it is directed; (ii) three days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (iii) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; or (iv) upon actual delivery followed by the sending of an acknowledgment of receipt if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute a writing for purposes of the Agreement). All notices, requests, consents, demands and other communications shall be addressed to the addresses set forth below (which addresses may be changed from time to time by either party by providing prior written notice to the other in the manner set forth above):
If to Client, to the name and contact information set forth on the Website Development Agreement or otherwise provided to EZsolutions by Client. If to EZsolutions:
Dalcon Software Inc. d/b/a EZsolutions
Attn: Kyle Harris
2100 Southview Drive
Lexington, KY 40503
(859) 456-5566
kharris@LetEZsolutionsDoit.com
- Confidential Information. “Confidential Information” means the trade secrets and other confidential information of Client which is not generally known to the public, or which is generated or collected by or utilized in the operations of the Client and other information that, due to the nature of the information or circumstances of disclosure, a party would understand it to be confidential information. EZsolutions shall take commercially reasonable efforts to protect Client’s Confidential Information and shall not, except as reasonably necessary to provide the services or as required by statute, regulation, or any legal process, disclose any of Client’s Confidential Information related to this Agreement, without the express prior written consent of an authorized representative of Client.
c. Severability. If any provision of the Agreement is held invalid, such provision shall be restated to reflect, as nearly as possible, the original intention in accordance with applicable law and the remainder of the Agreement shall remain in full force.
d. Waiver. The failure of a party to enforce any provision of the Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with that provision or any other provision of the Agreement.
e. Applicable Law and Forum. All questions concerning the construction, validity, and interpretation of the Agreement and the performance of the obligations imposed by the Agreement shall be governed by the laws of the state of Kentucky, without regard to its conflicts of law provisions. Any suit, action or proceeding against either party to the Agreement brought by the other party with regard to the Agreement, or the rights and obligations of the parties under the Agreement, shall be brought in the courts located in Fayette County, Kentucky. The parties hereby irrevocably consent to the jurisdiction of the aforementioned courts. In addition, and notwithstanding the foregoing, each of Client and EZsolutions irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
f. Parties in Interest. The Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties to the Agreement and their respective successors, heirs, legatees, personal representatives and permitted assigns. No assignment, delegation or other conveyance of the Agreement or of any rights or obligations hereunder (by operation of law or otherwise) may be made by Client without the prior written consent of EZsolutions. EZsolutions shall have the right to subcontract the performance of any of the Services hereunder to third parties.
g. Headings. The headings and other captions in the Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of the Agreement. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the context may require.
h. Agreement Supersedes. The Agreement supersedes any prior written or oral discussions, agreements and/or undertakings of any kind and nature between the parties with respect to the subject matter of the Agreement. Except as provided or contemplated by the Agreement, the Agreement shall not be amended except by a writing signed by both parties. The recitals to the Agreement are deemed a part of and are incorporated by reference into the Agreement.
i. General Provisions. The parties to the Agreement are independent contractors and an agency, joint venture, partnership, fiduciary relationship, or any other relationship other than in the nature of independent contractor, shall not arise from the Agreement, and neither party has the right or authority to act for, or on behalf of, the other party. The provisions of the Agreement are not for the benefit of any third party. Provisions of the Agreement that are intended to survive the Agreement shall survive.
j. WAIVER OF JURY TRIAL. THE PARTIES HEREBY ACKNOWLEDGE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
k. Order of Precedence. In the event of a conflict between these Terms and Conditions, the Website Development Agreement, and any Service Description, the following is the order of precedence: (1) Website Development Agreement; (2) Terms and Conditions; and (3) Service Descriptions.
If progress cannot be made with the project because Client fails to provide requested content, approvals, account access, credentials, branding materials, or fails to participate in scheduled meetings, onboarding sessions, review meetings, or other communications necessary for completion of the Services, EZsolutions reserves the right to commence billing, suspend the project, invoice for work performed, or close the project as provided herein.
CLIENT PARTICIPATION AND PROJECT COOPERATION
Client acknowledges that the timely completion of website development, website redesign, hosting, SEO, social media, AI services, and related digital marketing services requires active participation and cooperation from Client.
Client agrees to:
(a) provide all requested website content, text, images, videos, logos, branding materials, account access credentials, approvals, and other information reasonably required by EZsolutions to perform the Services;
(b) attend scheduled project meetings, onboarding sessions, review meetings, training sessions, and other meetings reasonably necessary for project completion;
(c) timely review and approve materials, designs, content, and deliverables submitted by EZsolutions; and
(d) respond to requests for information within a reasonable time period.
Any delay caused by Client’s failure to provide requested materials, failure to attend scheduled meetings, failure to provide timely approvals, failure to respond to communications, or other lack of participation shall automatically extend all project deadlines and completion dates by the length of such delay.
EZsolutions shall not be deemed in breach of this Agreement, nor deemed to have failed to complete any project, where completion is delayed or prevented by Client’s failure to actively participate in the development process.
If Client fails to provide requested information, attend scheduled meetings, provide approvals, or otherwise actively participate in the project for a period exceeding fifteen (15) days, EZsolutions may, at its sole discretion:
(i) place the project on hold;
(ii) deem the project substantially complete based upon the information available;
(iii) invoice for all work performed to date; and/or
(iv) begin billing any recurring service fees contemplated under the Agreement.
Any project placed on hold for more than sixty (60) days due to Client inaction may be closed by EZsolutions. Reopening a closed project may require payment of additional development fees at EZsolutions’ then-current hourly rates.
In the event EZsolutions is required to investigate, review, or institute any action including, but not limited to, litigation in collection efforts at trial or appellate proceedings, EZsolutions shall be entitled to recover its attorneys’ fees and costs expended, in addition to any other remedies.
Term
If Client wants to terminate the Agreement immediately, EZsolutions will charge an early cancellation fee, not less than 50% of the total monthly fees, in addition to any other remedy available to EZsolutions in law and equity. In the event that either party terminates the Agreement before the end of the Term, Client agrees to pay all fees due to EZsolutions through the date of termination within five (5) days after the date of termination.
Exclusivity
EZsolutions does not extend exclusivity to Clients for EZsolutions’s services. The Client acknowledges and agrees that EZsolutions is free to provide its services to any customer without limitation, regardless of whether any other such customer is competitive with the Client.
CHARGEBACK PROTECTION
If Client initiates a chargeback, ACH reversal, payment dispute, claim of unauthorized transaction, or similar payment challenge regarding services that have been provided, EZsolutions may immediately suspend Services pending resolution of the dispute. Client shall remain responsible for all fees associated with services rendered prior to the dispute and for all costs incurred by EZsolutions in responding to such dispute, including reasonable administrative, collection, legal, and processing costs. During the pendency of any chargeback or payment dispute, EZsolutions may suspend hosting services, website management services, social media services, AI services, and other ongoing services until the dispute is resolved.
SEO DISCLAIMERS
a. EZsolutions has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any directory, platform, or search engine at any time at the sole discretion of the search engine or directory.
b. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, EZsolutions does not guarantee #1 positions or consistent first page rankings for any particular keyword, phrase or search term.
c. If you require prior approval, please be aware that if there are delays for approval on your part, your results may be hindered and EZsolutions will not be responsible for any such delay. In the event that Client has the right to approve any content (“Website Content”) submitted by EZsolutions prior to posting on Client’s website, Client acknowledges and agrees that EZsolutions’s delivery of the Website Content to Client for approval shall constitute the full satisfaction of its obligation to create and submit such Website Content, regardless of whether Client provides its approval and the Website Content is posted on Client’s website. EZsolutions shall not be liable for any Website Content approved by Client.
d. EZsolutions policy is to never export or give administrative access to anyone from our ads account. We have developed our keyword list, test ad copy, and developed a strategy specific for client success. We are happy to share anything else you need (copies of reports, analytics access, etc). Our ad campaigns including keyword lists, negative keyword lists, and management strategies are proprietary. Because of this, we do not grant access to any ad campaigns.
e. EZsolutions is not responsible for changes made to the Client’s website by other parties, including those that adversely affect the search engine rankings of Client’s website.
f. EZsolutions is not responsible for Client overwriting search engine optimization work to Client’s site (e.g., Client/webmaster uploading work over work already provided/optimized). Client will be charged an additional fee for reconstructing content.
g. Any costs billed to the client by their current hosting provider, support channel, or third-party is the responsibility of the client, unless explicitly informed otherwise in writing.
SOCIAL MEDIA DISCLAIMERS
a. EZsolutions has no control over the policies of social media platforms with respect to the type of sites and/or content that they accept now or in the future. Client’s content may be excluded or deleted from any social media platform at any time at the sole discretion of the social media platform.
b. EZsolutions has no control over the changes made by social media platforms to Client’s social media profiles. Client’s social media profiles may be excluded, disconnected or deleted at any time at the sole discretion of the social media platform.
c. EZsolutions is not responsible for changes made to the Client’s content by other parties.
d. EZsolutions is not responsible for Client changing or deleting social media content that is a part of ad spend. Client will be charged an additional fee for reconstructing content or ad spend.
e. EZsolutions has no control over the changes made to Client’s social media platform information by said social media platform.
f. EZsolutions is not responsible for photo or video content creation unless Client has subscribed for those services through EZsolutions. Otherwise we will use content provided by our clients and their vendors, and/or stock photography.
g. EZsolutions has no control over the verification and privacy settings of an account that has been locked by social media platforms. EZsolutions will use commercially reasonable efforts to work with Client to regain access, but it is understood that EZsolutions will not be able to fulfill their agreement for said posts if there is delay in contact from Client.
WEB DESIGN DISCLAIMERS
a. EZsolutions has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. A client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
b. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, EZsolutions does not guarantee #1 positions or consistent first page rankings for any particular keyword, phrase or search term.
c. The following services are not included:
i. Graphic Design: We have partner companies with talented in-house graphic designers, but all logo design, identity work and print collateral are quoted at separate prices, and are not included in web proposals.
ii. Content Creation: Our web developers rely on our clients to generate the content needed to build a website. Unless mutually agreed by EZsolutions and Client, our developers do not supply content/copy.
iii. Maintenance: Maintenance and future updates are not included and will be billed at a rate of $125/hour.
iv. Email: Email maintenance and configuration is the sole responsibility of Client.
v. E-commerce: EZsolutions is not responsible for updating inventory, processing orders, troubleshooting payments, or any other matters related to Client’s e-commerce operations, if any.
vi. Third-party Integrations: EZsolutions cannot guaranty function or upkeep of any third-party applications that have been integrated into the Client’s website, including, without limitation, schedulers, calculators, and third party point of sale platforms.
d. EZsolutions is not responsible for changes made to the Client’s website by other parties that adversely affect the Client’s website.
e. EZsolutions strives to make websites easily accessible to everyone; however, we do not guarantee compliance with WCAG 2.0 or other accessibility standards. Should you require WCAG 2.0 compliance now or in the future, your website may require significant changes or a complete redesign.
f. Client is solely responsible for compliance with any and all laws and regulations that apply to Client, Client’s activities (including through the Services), or Client’s industry, including all laws and regulations regarding the collection, disclosure, maintenance, protection, storage, transmission, use and disposition of any data from clients or other visitors to Client’s website, and for providing all appropriate disclosures and obtaining all appropriate consents and authorizations. EZsolutions will not be responsible for providing, implementing, or configuring the Services in a manner that complies with any such laws or regulations. In no event will EZsolutions, its business partners, licensors, services providers, agents, or suppliers be liable for any claim or action arising from or related to EZsolutions’s failure to comply with any applicable laws or regulations. Without limiting the generality of the foregoing, Client agrees that it is solely responsible for its own compliance with privacy and marketing laws and regulations, including the Telephone Consumer Protection Act.
HOSTING SERVICES DISCLAIMERS
a. EZsolutions’s hosting services may be provided through a third-party hosting provider, such as A2 Hosting or Amazon Web Services (“Hosting Providers”). EZsolutions is not responsible and will in no event be liable for, and you hereby expressly hold EZsolutions harmless from all acts or omissions of the Hosting Provider.
b. EZsolutions may from time to time make material enhancements or changes to the hosting services, including changing the Hosting Provider. In the event of such enhancements or changes, the hosting services will include at least the functionality or quality of hosting services that Client previously received and shall continue to comply with all of the requirements of the Agreement.
c. Hosting services are provided subject to the Hosting Provider’s service descriptions and policies, including any acceptable use policy. Customer shall fully comply with the Hosting Provider’s acceptable use policy and all other Hosting Provider policies and procedures applicable to the services.
d. If EZsolutions is not providing hosting services then Client is solely responsible for backing up all data and information provided in connection with the hosting services. EZsolutions shall not be responsible for backing up or otherwise storing any data or information of any kind relating to the hosting services. Hosted files are non-transferrable.
e. Client acknowledges that the Hosting Provider controls the servers on which the hosting services are provided. EZsolutions is not responsible for, and Client shall hold EZsolutions harmless from all damages arising from, the security of the website or any data or information contained therein. Client agrees that (i) Client and EZsolutions rely entirely upon the security measures taken by the Hosting Provider; and (ii) Client has reviewed the Hosting Provider’s security measures and confirmed they are acceptable for Client’s purposes and use of the hosting services.
f. The applicable monthly hosting fee will apply throughout the life of the website. (This pays for Customer’s space on the web, but excludes the cost of an SSL certificate for added security and SEO friendliness.) Notwithstanding any pricing on the Services Agreement to the contrary, EZsolutions shall pass through to Client, and Client shall pay in a manner consistent with the Agreement, all fees, costs, and charges imposed by the Hosting Provider in connection with the hosting services. Client specifically acknowledges and agrees that the Hosting Provider prices or costs may change from time-to-time, and Client hereby expressly agrees to all such pricing changes.
g. In the event that Client fails to pay the hosting services fee, violates any Hosting Provider policy or rule, or engages in or permits any act or omission that EZsolutions determines could materially impact its relationship with the Hosting Provider or its ability to provide hosting services for other EZsolutions customers, EZsolutions reserves the right, at its sole and absolute discretion, to terminate the hosting services.
EZai Boost Package – Money-Back Guarantee
The EZai Boost Package is provided on a month-to-month subscription basis and does not require a long-term contract or minimum service commitment. Customers may cancel their subscription at any time in accordance with these Terms and Conditions.
To qualify for the EZai Boost Package Money-Back Guarantee, the Customer must remain an active subscriber until after the second performance report has been generated and made available by EZsolutions. A request for a refund under this guarantee must be submitted via email no later than ten (10) calendar days prior to the due date of the Customer’s second monthly subscription payment. Refund requests submitted after this deadline shall be deemed untimely and will not be eligible for consideration under this guarantee.
The Money-Back Guarantee applies only to eligible monthly subscription fees paid for the EZai Boost Package. The one-time setup and onboarding fee of Two Hundred Eighty-Eight Dollars ($288.00) is non-refundable under all circumstances, including but not limited to cancellation, termination, or any refund issued pursuant to the Money-Back Guarantee, as this fee covers implementation, onboarding, account configuration, software provisioning, and related administrative services that are completed upon setup.
EZsolutions reserves the right to verify the Customer’s eligibility for the Money-Back Guarantee and to deny any request that does not satisfy the requirements set forth in these Terms and Conditions. This guarantee is limited to the original purchaser of the EZai Boost Package, is non-transferable, and may not be combined with any other promotion, discount, or refund offer unless expressly authorized in writing by EZsolutions.