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BY SIGNING AND/OR BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. IF THE “ACCEPT” BUTTON IS NOT PRESENT OR OTHERWISE DISABLED, SIGNING/ACCESSING OR WEBSITE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS OF SERVICE OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND DISCONTINUE. IF THE “DO NOT ACCEPT” BUTTON IS NOT PRESENT OR OTHERWISE DISABLED, SIMPLY DO NOT PROCEED WITH OUR WEBSITE AND/OR SERVICES.

Prohibited

Promotors / spammers are prohibited from using our forms. If they do, they will be prosecuted to the full extent of the law!

Welcome to tannuwebdesign.com

This website is owned and operated by Tannu Realty LLC (hereinafter referred to as the “TRL”, “we”, “our”, or “us”). By visiting our website and accessing the information, resources, services, products, and tools we provide, you understand and agree to accept and adhere to the following terms of service as stated in this policy (hereinafter referred to as the ‘User Agreement’).This agreement is in effect immediately.We reserve the right to change this User Agreement from time to time without notice. You acknowledge and agree that it is your responsibility to review this User Agreement periodically to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgment and agreement to the modified terms of service.TRL ServicesProvision of Services. Subject to the terms of service of this Agreement, TRL will make the TRL Services available to Client pursuant to this Agreement and the applicable Order Form, and hereby grants Client a non-exclusive right to access and use the TRL Services to operate and display the website set forth in the Order Form (“Client Website”).Electronic Delivery PolicyTRL communicates with its Clients electronically. Upon receipt of Client’s order, Client will be given notifications of the start of the build process and an estimated time for completion. The Client will also be sent confirmation emails of registration. Delivery is considered complete when the website has been built and Clients are able to access the administration area using the credentials one selected. Email notification is not required for delivery to be considered complete; however, the TRL will attempt to notify Client by email of the completion of their website build process.

Acceptable Use Policy

Every client of TRL agrees to abide by this AUP and is responsible for any violations. Clients are not allowed to assist or engage others in a way that would violate this AUP. TRL will enforce and ensure compliance with this AUP by using methods it considers to be appropriate, such as complaint and email failure monitoring.  TRL may also suspend or terminate Client’s use of TRL Services pursuant to Terms of Service for violations of this AUP.

1. Reporting Suspected Violations

   • TRL encourages recipients of email messages sent using the TRL Service to report suspected violations of this AUP to TRL by forwarding a copy of the received email with FULL headers to us. We have a policy to investigate all of these reports and to respond in the way we consider appropriate.

2. Prohibited Email Actions

   • Client may not use TRL services to send spam. Spam can be in the form of bulk email or one to one commercial emails.
   • Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content. One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and Client fails to provide notice to individuals and establish a lawful basis of processing.
   • Client may not use the TRL Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using the best efforts and best practices in the industry, (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (e) in violation of the General Data Protection Regulation (GDPR).
   • Client may not use any misleading or false names, addresses, email address, or subject line.
   • Email sent, or caused to be sent to or through the TRL Service may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without TRL prior written consent and only then pursuant to TRL trademark usage guidelines.
   • Clients may not email purchased lists.
   • Clients are prohibited from using the TRL Service to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

3. Email Opt-out Requirements

   • Client warrants that each email sends or is sent for Client using the TRL Service will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. Client warrant that he/she will promptly comply with all opt-out, unsubscribe, “do not call” and “do not send” requests.

4. No Disruption

   • Client agree not to:
   • (a) use the TRL Service in a way that impacts the normal operation, privacy, integrity or security of another’s property.  Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
   • (b) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;
   • (c)  use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of TRL websites or interferes with any other party’s use of the Subscription Service;
   • (d) attempt to gain unauthorized access to the Subscription Service;
   • (e) access the Subscription Service other than through our interface;
   • (f) use the TRL Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or
   • (g) use the TRL Service in a way that causes or may cause any TRL IP addresses, TRL domains, or TRL customer domains to be blacklisted.
   • Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.
   • These restrictions apply regardless of Client’s intent and whether or not Client’s act intentionally or unintentionally.

5. Proper Usage of the TRL Service

   In addition, and without limiting the other requirements in this AUP, Client may not (directly or indirectly) use the TRL Service with content, or in a manner that:
   • is threatening, abusive, harassing, stalking, or defamatory;
   • is deceptive, false, misleading or fraudulent;
   • is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
   • contains vulgar, obscene, indecent or unlawful material;
   • infringes a third party’s intellectual property right(s);
   • publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless Clients have all necessary rights and consents to do so;
   • upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
   • downloads any file that Client know, or reasonably should know, cannot be legally distributed in that way;
   • falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
   • restricts or inhibits any other user of the TRL Service from using and enjoying the TRL and/or the TRL Service;
   • harvests or otherwise collects information about others, including e-mail addresses, without their consent;
   • violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
   • is legally actionable between private parties;
   • is not a good faith use of the service, such as uploading Contacts in excess of Client’s Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
   • is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) and any regulations having the force of law or laws in force;
   • encourages, promotes, facilitates or instructs others to engage in illegal activity;
   • promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

Client Responsibilities

Client will (a) be responsible for all use of the TRL Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Client Content and Client Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the TRL Services and Documentation and notify TRL promptly of any such unauthorized access or use and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the TRL Services.

Client Limitations

The rights granted herein are subject to the following restrictions (the “License Restrictions”):(a) Client will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the TRL Services;(b) Except for Client Website that use the TRL Services, Client will not transfer, distribute, resell, lease, license, or assign TRL Services or otherwise offer the TRL Services on a standalone basis;(c) Client will not use the TRL Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;(d) Client will not otherwise use the TRL Services outside the scope expressly permitted hereunder and in the applicable Order Form; and(e) Client will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Client will permit TRL to terminate the accounts of any users that violate this Agreement.

Content and Materials Supplied by Client

Client must supply to TRL all the required materials Client wants TRL to use in the Service and all other content and materials that TRL might reasonably request (Client Content) on time.Client must supply all Content in the following digital format/s:

• text/copy: Microsoft Word or Rich Text (clearly labeled and in correct order);
• tables: Microsoft Excel (clearly labeled and in correct order);
• images: high resolution where possible (JPEG, PNG files);
• logos: vector format (Illustrator EPS/AI);
• diagrams/maps: vector format (AI) or (JPEG files);
• brand style guidelines (if applicable).

Other information needed from Client:

• if required, access to Client’s current website and database via SSH, FTP, and/or CMS/hosting control panel login;
• MLS IDX links from Client’s MLS account, if the Client does not know how to get them then, Client’s MLS login information is required;
• Google Maps API Key for Map Routes. If the Client does not know or not able to follow guidelines then, Google account login information will be required as well.

The TRL may charge Additional Costs if the Client Content is not provided in the appropriate format or if the material is not supplied when requested.Client warrants that the materials or content he/she provide to TRL, or that are provided to TRL on Client’s behalf, will not: breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or compromise the security or operation of TRL computer systems, through a virus or otherwise.

Blank Forms

The Client can upload only and only blank forms which are required for transactions only, no other document/file should be uploaded under the blank forms on cPanel. There is a daily limit on sending out these forms and that is 100 forms per day. Any other document which is not a blank form will be deleted by TRL without any notice to the Client. Also, we will not be responsible for any type of loss to these forms. We reserve the right to cancel/terminate the account/subscription if we find out any illegal or unauthorized use of our services. Upon termination or cancellation of the account, all the contents will be our property. The Client must transfer or download their content on their own, we will not provide any assistance in saving or sending the content.

Blog Content

The Client is responsible for all the content they will be adding to the blogs. The Client must obey copyrights and any other similar laws outlined in their state. TRL reserve the right to terminate the subscription/service if it finds out any illegal activities happening on the blog page or any other part of the website. Upon termination or cancellation of the account, all the contents will be our property. The Client must transfer or download their content on their own, TRL will not provide any assistance in saving or sending the content.

Fees and Payment

TRL advertised website fee is only for agents and brokers whose MLS networks provide free MLS IDX links which can be added to websites. If a Client wants to add a third-party IDX or want to have any mobile app, then extra charges will be applied. The fee, We disclose on front, is for the website only, not for any mobile app or any third party contents. The Client must follow any third-party rules & regulations and maintain a good record to keep the services. TRL is not responsible for any third-party error, mistake, website down, or any other known or unknown reason.Should a Client need the mobile app, then the Client must confirm it during the pricing process. If the Client does not ask for it then, We will not add app price into the website price.The Client must pay in full before we can start working on any project. The Client who is paying yearly must renew their account within 30 days of the expiration date. Clients, who are paying monthly, must pay the invoice before the end of the month to continue the service. Renewal after the expiration date may result in charging the setup fee again.Client expressly authorizes TRL to automatically charge its payment method on file (e.g. credit card or cash) for each executed Order Form (including any future agreed upon charges or fees). Client represents and warrants to TRL that it is authorized to use the payment instrument.  Payment can be made only via credit card or cash. No other payment methods are accepted at this time. The Client should not email any payment/credit card information via email to us. An invoice will be sent, and the Client can pay online but, if the Client wants to pay cash then, an arrangement must be made between the Client and our office. Late payment may terminate the service without any notice and a setup fee may be charged to initiate the service again.

Cancellation and Refund Policy for Websites Have Monthly Plans

TRL will not refund for a one time set up fee (if any). If a Client wants to pay yearly then they must give 30 days’ written notice to cancel the service and any unused months or remaining funds for all the remaining months will be refunded. If the service is used for one or more days in any month, funds for that month will not be refunded. If the Client is paying on a monthly basis, then one-week written notice is required to stop the service. It’s the Client’s responsibility to send a written notice (either they are paying yearly or on monthly basis) which must be accepted by TRL to stop the service and any remaining funds if there is any will be sent to the Client in 7-10 days. If the Client has any amount due to be paid, then the Client must pay that amount immediately.

Cancellation and Refund Policy for all Other Websites

Unfortunately, we do NOT provide any refund at all for any website which has no monthly plans. Once any payment is made and the design work is started, Client is NOT eligible for any refund at all. No exceptions.

Map Routes

To use Map Routes, the Client must provide Google Mapping API key. Instructions on how to obtain free Google Maps API key, will be provided. Google has a limit on these maps to be used in an hour/day etc. and the Client is responsible if their usage limit goes above the Free limit offered by Google. We are not responsible for any charges claimed by the Google Inc. Client must read and follow Google Maps API rules and guidelines to be on the safe side. We will not be responsible for any error, misuse of the Google API key. Map routs will only work if the Client provides an API key and Maps API key must be in good working order.

Free Email

A free email will be provided and then there will be a data use limit on email. The max data storage of this email will be 250 Mb. The Client is responsible to maintain the limit. Any overused email storage will subject to a charge based on the data used over the limit. The Client must pay any overuse charges within 7 days. Upon termination or cancellation of the account, all the contents will be a property of TRL. The Client must transfer or download their content on their own, we will not provide any assistance in saving or sending the content to Client.

Browser Compatibility

For security reasons, our websites are created for all the latest browser versions. They may or may not work well on older browser versions. The Client must read and accept this before signing the contract. TRL will not take any responsibility if the website is not working in any older browser version.

IDX Integration

Most MLS networks provides free IDX links and TRL will add those links to the Client’s website but, if for any reason, the Client’s MLS network is not providing any free IDX then the Client is responsible for any charges charged by their MLS network to add IDX links into their website, or if they want to get IDX from any third party even then they are responsible for any extra charges. Also, to add any third-party IDX extra charges will apply based on the type of IDX a Client wants to add. More information on third party IDX will be provided. Any refund belongs to the third-party IDX, Client must follow their terms and conditions on their refund policy.

Client Responsibilities

For any e-commerce website, once the website is completed and uploaded to the Clients web server, the Client will be solely responsible for adding products/services and any and all products/services information. Moreover, Client is also responsible to maintain website including but not limited to theme, plugins, etc. Hosting service and any domain related fees are also Client’s responsibility. For the first time, TRL member will only show how to add products to the website, after that, it’s solely Client’s responsibility to add, edit, delete any product and/or services offered on the website. Should Client need any help after teaching how to add products/services or need any help updating or editing the website, extra charges will be applied. Charges will be based on the type of service, Client will need.

Third Party Services

Upon Client’s request, TRL contact the third parties or refer its Clients to third parties to help Clients in getting content or any website related material which, Client needs for their website. It’s solely Client’s responsibility to verify correctness, accuracy and authenticity of these content/documents, and for any copyright and/or any infringement issues. TRL, it’s managers, officers, and agents make no warranties and will not be responsible for any mistake, copyrights, and any infringement issues in any document / content provided by these third parties. It’s solely Client’s responsibility to check these documents / content for any inaccuracy before we add them into the website. No exceptions.

Domain and Hosting Service

The Client must provide and maintain a domain name to get TRL services. TRL will not be responsible for any domain issues.Hosting service for real estate websites is included in the fee set in these Terms but, there is a limit on monthly visitors. If any website has more than 5000 visitors per month then, an extra fee may be applied. The fee will be based on the extra number of visitors coming each month. The Client must pay an extra fee within 5 days to keep the services else, the contract will be canceled without any notice. The Client cannot have access to the hosting server, no exception at all.

Free SSL

Free let’s encrypt SSL will be provided. If the Client needs better encryption then TRL will add a premium SSL at extra charges.

Custom CMS

If Client’s subscription/service includes CMS (this is not a hosting server cPanel, instead of it’s a custom content management system just for Client’s website) then to provide greater security Client must provide a username and a password to TRL so that TRL can set it up under Client’s account. The Client will not be able to change this password online. If the password needs to be changed then the Client must provide the new password to TRL, and we will change it at no extra cost. If the Client does not want to provide a username and password then they cannot access/use CMS.

Website Support

The Client’s website (real estate websites only) will be maintained by TRL. If the Client needs to change the phone number email etc. then it will be changed free of charge. Limited support will be provided if the Client needs to know how to use the site.

Marketing

TRL make no representations or provide any type of marketing service. The Client is solely responsible for marketing their website, products, or services.

Variations and Additional Costs

If during the course of TRL engagement there are changes in the Specifications of the Service, the changes will be treated as a Variation. Where a Variation occurs, TRL reserves the right to halt work and review the Service costing. TRL will discuss the Variation with Client and where required will issue a Variation Notice which is to include the modifications to the Specifications and any associated costs. TRL will not proceed with the Services until the TRL receives Client’s written approval to proceed.If during the course of TRL engagement there are small changes in the Service, TRL will contact Client and provide an estimate of the Additional Costs for these small changes. Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates. The Client agrees that once he/she have approved the list of key phrases for optimization and use in the provision of the services by TRL, no changes can be made to that list during the duration of the Services.

Purchase of Stock Images, Fonts, Photography, Audio or Video

Unless specified in the Pricing Structure, the Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio, or video. Client can provide stock images, commercial fonts, audio or video, or TRL can purchase them on Client’s behalf. When any stock images or commercial fonts are purchased on Client’s behalf, TRL will be the license holder and the image or font can only be used under the terms of the license/s.Client indemnify and agree to keep TRL, its directors, officers, and employees, against all loss arising out of the breach of these licenses.Standard stock images will be charged according to TRL current stock image rates.Costing for any font, photography, audio, or video required will be provided for approval separately via a Variation Notice.Ownership of the finished photography, audio, or video will be transferred to Client upon full payment of all issued invoices. TRL retains ownership of all working files.

Scheduling, Production and Service Management

If TRL considers it to be necessary, TRL will develop a production schedule for the Services. The TRL will use reasonable commercial endeavors to carry out the Services per that schedule. If the Client delays in providing the approval, implementation, Client Content or feedback TRL requires, then this may result in:

• a change in the delivery deadline set out in the production schedule; or
• if the delivery deadline cannot be changed, a Variation Notice will be issued, including necessary overtime costs.

Archiving / Retrieval

TRL will endeavor to store or archive all electronic files used in the production of Client’s Service. However, TRL provides no guarantee that any stored or archived files can be retrieved in the future. Once Client’s Service is launched, archiving of the files and database and copies of these files become the responsibility of the Client. The TRL can at the request of the Client provide this service for an Additional Cost.

Confidentiality

Clients are about to commit to a Deed of Confidentiality as a prerequisite of TRL disclosing to you certain Confidential Information. This is a legally enforceable document and if a Client will have any concerns with respect thereto the Client should seek independent legal advice as to the full meaning and effect of the Deed. Confidential Information is the cornerstone of the commercial undertaking of TRL. The Confidential Information that will be disclosed after execution of the Deed of Confidentiality has a real value to its business and any intentional or inadvertent distribution, disclosure or use of the same is likely to cause immediate and/or accumulative financial loss. Any threatened or actual conduct of such nature will entitle TRL to seek immediate injunctive relief against the Client together with monetary compensation for such breach.

It is Agreed as Follows

Confidential Information means all the information passing from the TRL to the Client relating to any Client or business represented by the TRL, including all property listings, property management information, management techniques and processes, business secrets, know how, techniques, franchise and business structure information, codes of conduct, business and marketing plans, projections, arrangements, leases, financial information, relations with third parties, client information and client lists, strategies, models and the like but excludes all information in the prior possession of the Client or which is disclosed or published to the Client by a third party by or in circumstances not involving a breach of any of the covenants of this Deed.Business Methods means in relation to TRL, all proprietary know how, systems, concepts, documents, forms, business processes, transaction formats, management techniques, business secrets, lists, precedents and information relating to each of the foregoing in the TRL’s business;Restricted Information means Confidential Information and Business Methods collectively.The Client covenants with the TRL that the Client shall not disclose any Industrial Secret permit it to be disclosed to any person or related corporation whatsoever, except with the prior written consent of TRL, and then only on the basis that its confidentiality and secrecy is strictly preserved by written covenant the terms of which are similar to those contained herein and are approved by the TRL. The TRL will not unreasonably refuse limited third-party disclosure of Confidential Information where same is for the sole and exclusive purpose of the evaluation of the business prior to the Client entering into a Purchase Order.Client must not in relation to Restricted Information –

• use any process based on the same without the prior consent in writing of the TRL; and
• use or disclose to a third party any aspect of the same for the purpose of contacting or contracting with any owner, representative or employee client of the TRL or the business or businesses but may make Confidential Information available to its representatives necessary to evaluate the business, provided the representatives, save the Buyer’s legal practitioner, accountant, partner, co-shareholder, or spouse are disclosed to the TRL, and he/she or they execute a written covenant.

Subject to the terms of any further agreement between the parties, the Client shall return to the TRL all copies of the Restricted Information, no matter how recorded, at the direction of the TRL and in addition shall delete all copies of same from every computer and every database wherein same may have been stored. In the event of a breach or threatened breach of the terms of Use by the Client, the TRL shall be entitled to an injunction restraining the Client from committing any breach of this Deed without showing or proving any actual damage sustained by the TRL.The obligations of the Client under this Deed shall survive the finalization or discontinuance by the Client of its evaluation of proposed transaction and any Confidential Information shall, upon the completion of such transaction, thereafter be released from the restrictions herein contained to the extent provided for in the Purchase Order.The Client shall assume responsibility for and indemnify the TRL for the actions of its consultants and employees who have access to the Restricted Information and shall ensure that the consultants and employees shall be similarly bound by the obligations created under this Deed.This Deed shall not be construed as granting to the Client any license or other rights relating to the business or the Restricted Information except as expressly provided in this Deed or specifically agreed to by the parties in writing.The parties consent to the submission and receipt of written information by electronic communication including via website generation and email and agree that such means are reliable and appropriate for the purposes of this Deed and in respect of correspondence, notices and documents comprised in the proposed transaction and that same allows for such information to be readily accessible for subsequent reference.The parties consent to electronic communication including via website generation and email in lieu of their personal signature or that of their director, manager or agent, and agree that:

• a website generated communication shall be deemed to be given by or with the authority of the person whose name appears as a party hereto or the transaction to the opposite party;
• an email shall be deemed to be given by or with the authority of the person specified therein as sender to the person specified therein as recipient, and in both cases:-
• such methods are reliable and appropriate for indicating the intention of the person submitting the communication or sending the email, as the case may be, for the purposes of this Deed and in respect of correspondence, notices and documents comprised in the proposed transaction.

Important Notice to Client

TRL does not investigate or make any professional or other judgement in relation to the material supplied by the Client and as such TRL does not warrant the veracity or accuracy of the Confidential Information. The Client must satisfy itself and conduct its own enquiries in relation to all the Confidential Information supplied pursuant to this Agreement.

Aggregated Information

Notwithstanding anything to the contrary, TRL shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the TRL Services and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the TRL Services and other TRL offerings, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Client or any individual.

Warranties and Disclaimers

Warranties by TRL

TRL warrants that it will, consistent with prevailing industry standards, maintain the TRL Services in a manner which minimizes errors and interruptions in the TRL Services and perform the TRL Services in a professional and workmanlike manner.

Warranties by Client

Client warrants that it has the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and distribute the Client Content in connection with the TRL Services as contemplated herein.

DISCLAIMER

NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR MODIFIES ANY RIGHT OR REMEDY, OR ANY GUARANTEE, WARRANTY OR OTHER TERM OR CONDITION IMPLIED OR IMPOSED BY LEGISLATION WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED.EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification

Indemnification by Client. Client agrees to defend, indemnify, and hold harmless TRL, its managers, directors, employees, and agents against all claims and expenses, including attorney’s fee arising out of the Client’s failure to comply with the License Restrictions, and any and all contracts, agreements, promises, representations, etc. made between Client and third parties, or arising from any Client’s negligence. Client will indemnify TRL for any damages finally awarded against (or any approved settlement) TRL in connection with any such Claim; provided that (a) TRL will promptly notify Client of such Claim, (b) Client will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Client may not settle any Claim without TRL’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases TRL of all liability) and (c) TRL reasonably cooperates with Client in connection therewith.

Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF CONFIDENTIALITY OR THE LICENSE RESTRICTIONS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CLIENT’S PAYMENT OBLIGATIONS, ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CLIENT UNDER THE APPLICABLE ORDER FORM PRECEDING THE INCIDENT OR CLAIM.The TRL makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken according to these Terms.Without limiting the above, TRL will use its reasonable endeavors to optimize the performance of your Digital Marketing Campaign, however, TRL gives no warranties and makes no guarantees in respect of the performance of your Digital Marketing Campaign.If the website goes down for any reason, the TRL will not be responsible for any loss. The TRL will do its best effort to make the website up and running all the time.To the fullest extent permitted by law, the liability of TRL for a breach of a non-excludable condition is limited to in the case of the provision of services:

• the supplying of the services again;
• payment of the cost of having the services supplied again.
• to the full extent permitted by law, TRL excludes all liability for the infringement of the Intellectual Property rights of any third party arising from any of the material or content published during the performance of the Services;
• liability for misrepresentation or negligence arising from detrimental reliance on any of the material or content published per the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
• liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in these Terms.

The TRL’s total aggregate liability for all claims relating to these Terms is limited to the price for the Services payable by the Client for the Services.

Intellectual Property

All Intellectual Property Rights in Service Intellectual Property vest in, or will upon their creation vest in TRL.TRL grants its Clients a non-transferable, non-exclusive license to:

• publish one copy of the Service and supporting Intellectual Property unless otherwise stated by TRL; and
• use and reproduce the other Intellectual Property;
• Client must not, without TRL prior written consent:
• adapt, create derivative works from or merge the template or other Intellectual Property;
• use the Intellectual Property for any purpose other than the specific purpose for which TRL have provided it;
• reverse engineer, disassemble or decompile the Intellectual Property;
• distribute, lend, resell, transfer, assign or sublicense the Service or other Intellectual Property, or allow any other person to use it except in the course of visiting the Service; and
• remove or attempt to remove any proprietary or copyright notices or any labels on the Service or other Intellectual Property.
• Stock images and commercial fonts remain the property of TRL, under license or its licensors at all times, and are governed under licensing restrictions and rules and are not transferable.
• All ad text, ad targeting, ad creative and all ad accounts remain TRL’s property;
• TRL does not warrant that Client’s use of the designs, materials, or content produced by TRL for Client in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights, but TRL will advise Clients if TRL become aware of any infringement.
• Clients agree to carry TRL logo or TRL text hyperlink in or under the website footer.
• Clients agree to allow TRL to use the Services provided for promotional and portfolio purposes.
• As part of the Services, TRL may place Client’s TRL logo and case study on its corporate website or promotional collateral for promotional purposes and the Client irrevocably authorize TRL to do so.
• Clients agree to provide feedback or testimony upon request after the release/closure of the Service.

TERM AND TERMINATIONUpon execution by both parties, these Terms will take effect: immediately and remain in effect until the purpose of the Service has been achieved.The term will automatically renew for subsequent periods of the same duration unless either party gives the other party written notice terminating these Terms 30 days before the expiration of the term or both parties agree in writing to vary the Services provided.A party may terminate these Terms by notice in writing to the other party if:

• the other party commits a material breach of these Terms that is capable of remedy (including failure to pay any amount due under these Terms) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
• the other party commits a material breach of these Terms that is not capable of remedy; or
• the other Party becomes Insolvent.

TRL may terminate these Terms if:

• Client does not provide any information or materials requested within a reasonable time after being asked to do so; or
• The TRL considers that confidence and trust no longer exist.

Upon termination of these Terms:

• TRL obligation to carry out the Service ceases;
• each party’s rights and obligations accrued before termination are not affected;
• the license granted ceases;
• any unpaid invoice owed to TRL must be paid, including for any minimum term (failure to do so may result in TRL registering this default with a credit reporting agency);
• each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations.

Survival

Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

General

Publicity: Client agrees that TRL may refer to Client’s name and trademarks in TRL’s marketing materials and website; however, TRL will not use Client’s name or trademarks in any other publicity (e.g., press releases, Client references and case studies) without Client’s prior written consent (which may be by email). In addition, TRL may include a link to TRL’s website in the footer of the Client Website and freely showcase any work product and deliverables provided to Client on TRL’s website and social media channels.Relationship: Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.Unenforceability: If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.Governing Law: This Agreement will be governed by the laws of the State of Massachusetts, USA, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Massachusetts, USA, and the parties hereby consent to the personal jurisdiction of these courts.Notices: Any notice required or permitted to be given hereunder will be given in writing must be in writing, addressed to the other party’s contact persons as notified by the other partyEntire Agreement: This Agreement comprises the entire agreement between Client and TRL with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by TRL, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.Force Majeure: Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.