By placing an order to receive AutoXtension services, you agree to the following terms and conditions:
1. ALLEA RESPONSIBILITIES INCLUDES:
We will set up, configure, and synchronize your entire vehicle inventory with Facebook using the most advanced marketing techniques as well as run On-Facebook AIA Ads Services until we get to 30 leads.
2. TENTATIVE PROJECT SCHEDULE
After receiving access to required accounts, we will submit your entire vehicle inventory to Facebook.
3. PAYMENT SCHEDULE
The client will pay on a monthly basis the amount and payment will renew every 30 days at the amount paid the first month. 30 Free On-Facebook AIA Leads is included.
4. CLIENT REQUIREMENTS
- The client provides required intake information requested as soon as possible after successful order;
- Allea will submit, and publish ad creatives following best practices to fulfill its obligations. Client realizes that Allea will make every effort to comply with Facebook’s terms of service in creating ads, however, these terms change frequently. The Client shall indemnify and hold Allea harmless from any and all liability resulting from the Client’s use of the work produced by Allea under this Agreement.
5. ADDITIONAL SERVICES
If the Client requests additional services that are outside the scope of Section 1., the Client agrees to pay the services at a rate of $125 per hour.
6. PAYMENT METHOD
All payments will automatically be taken off the credit card used on the AutoXtension Checkout page.
This agreement will commence every 30 days after the date of purchase and will continue on a monthly basis unless otherwise terminated by Allea or Client or unless otherwise agreed to by Allea and the Client.
This agreement may not be terminated prior to 30 days after the purchase date by either party. In the event that the Client desires to terminate the Services hereunder, the Client must submit a written request to Allea at least seven (7) days prior to the desired date of termination. Written requests to terminate may be made by mail or email. If the Client chooses to terminate this agreement in writing, all monies owed to Allea will be due immediately and will be automatically charged to the Client’s payment method on file. Under no circumstances will Allea give refunds of the amount paid for the Services hereunder.
9. OWNERSHIP OF MATERIALS
Allea shall retain the creative rights to all original materials, data and similar items, produced by Allea hereunder in connection with the Services under this agreement. All services and software used by Allea shall at all times be the sole property of Allea and under no circumstances shall Client have any interest in or right to the title to such materials, or software excluding the following items:
- Print material specific to the client
- Video’s specific to the client
- Pictures specific to the client
10. PROPRIETARY INFORMATION and USE OF MATERIALS
Client agrees to the following terms for delivery and review of materials:
Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs.
The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
License. Client grants Allea a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with the creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government Allea or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
Portfolio Release. Client agrees that Allea has the right to use materials created pursuant to this Agreement for Allea’ portfolio, samples, self-promotion including advertising for Allea’ business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Allea and Client may agree in writing to such limitation.
Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.
11. LIMITATION OF LIABILITY
Allea Solutions Corporation shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event Allea is determined to be liable for any such loss, Client’s sole remedy against Allea is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. Allea is not responsible for errors which result from faulty or incomplete information supplied to Allea by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. Allea shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation Facebook; and viruses.
Allea does warrant and guarantee a minimum of 30 leads in the first month to make sure you’re profitable off this offer. If we do not get 30 leads in the first month, we will continue free of charge until 30 leads are reached.
13. TERMINATION of CLIENT ACCOUNT by FACEBOOK
It is possible that Facebook may terminate Client’s advertising account due to noncompliance, whether due to a change in Facebook’s terms and conditions or due to the use of or activity associated with Client’s advertising account, by Client or at Client’s direction, that is noncompliant with Facebook’s terms and conditions. The Client understands that Facebook by their terms of service can arbitrarily terminate an ads account without giving a specific reason. The Client agrees to hold Allea harmless in the event of the Client’s ad account being terminated.
14. ENTIRE AGREEMENT
This Agreement is the final, complete, and exclusive agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
16. INTERPRETATION and ENFORCEMENT
The parties understand and agree that the construction and interpretation of this Agreement are governed by the laws of the Province of Ontario, Canada. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the Province of Ontario, Canada.