Terms of Service
Through the Beholder service, Beholder Agency, LLC (“Beholder”) provides companies and individuals with content, software and services to increase followers, engagement and/or publish content to their website(s) and/or social media accounts (the “Services”). The following Terms and Conditions govern all use of the Services and all content, services and products available at or through the Beholder website (taken together, the Website).
Your Beholder Account.
If you create an account on the Website, you are responsible for maintaining the security of your account and linked website, email and/or social media accounts, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your accounts. You must immediately notify Beholder of any unauthorized uses of your account or any other breaches of security. Beholder will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
If you operate a Beholder account, post material to your accounts or otherwise make (or allow any third party to make) material available by means of the Services (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an
audio file, or computer software. By making Content available, you represent and warrant that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam and does not contain unethical or unwanted commercial content or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; By submitting Content or graphic materials to Beholder to make use of its Services, you grant Beholder a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and
publish the content and materials solely for the purpose of displaying, distributing and promoting your Content on your accounts.
Without limiting any of those representations or warranties, Beholder has the right (though not the obligation) to, in Beholder’s sole discretion (i) refuse or remove any account that, in Beholder’s reasonable opinion, violates any Beholder policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Beholder’s sole discretion. Beholder will have no obligation to provide a refund of any amounts previously paid.
Payment and Renewal.
Free Trial. Where a free trial is offered, you’ll be able to test our service at no charge. We may require a credit card to ensure we’re able to bill you for our services should you decide to continue using them after a free trial.
General Terms. By signing up for one of our plans you agree to pay Beholder the monthly or annual fees indicated for that plan.
Payments will be charged on a pre-pay basis on the day you sign up for the plan and will cover the use of that service for a monthly or annual subscription period as indicated.
Cancellation and refunds. Plans can be canceled by you at any time on 30 days written notice to Beholder. Any one-off, service, customization, monthly or yearly fees paid are not refundable. Exclusively for services where a “30 days guarantee” is explicitly offered, fees are refundable only within 30 days from your first payment to Beholder. Beholder reserves the right to change
the payment terms and fees upon 30 days prior written notice to you.
Automatic Renewal. Unless you notify Beholder before the end of the applicable subscription period that you want to cancel the service, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for the service (as well as any taxes, if issued) using any credit card or other payment mechanism we have on record for you.
Support. The Beholder service includes access to email support and, for certain services, phone support. “Email support” means the ability to make requests for technical support and assistance by email at any time (with reasonable efforts by Beholder to respond within one business day) concerning the use of the Services.
License. Beholder hereby grants you a worldwide non-exclusive, personal, non-assignable license to use the Services for the duration of this Agreement, exclusively in the conditions hereunder.
Responsibility of Beholder Customers
Beholder cannot review all of the material, including computer software, posted to its customers’ social media accounts, and cannot therefore be responsible for that material’s content, use or effects. Beholder disclaims any responsibility for any harm resulting from the use by users of our services or your linked social media accounts, or from any downloading by those users of content there posted. You are still responsible for all content posted to your accounts.
As Beholder asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Beholder in a website or social media post violates your copyright, you are encouraged to notify Beholder. Beholder will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Beholder will terminate a customer’s access to and use of the Website if, under appropriate circumstances, the customer is determined to be a repeat infringer of the copyrights or other intellectual property rights of Beholder or others. In the case of such termination, Beholder will have no obligation to provide a refund of any amounts previously paid to Beholder.
This Agreement does not transfer from Beholder to you, any Beholder or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Beholder. Beholder, the Beholder logo, and all other trademarks, service marks, graphics and logos used in connection with Beholder, or the Website are trademarks or registered trademarks of Beholder or Beholder’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Beholder or third-party trademarks.
Beholder retains all right, title and interest in and to the Site, Services, and any derivatives thereof, including any Intellectual Property Rights contained and/or made available therein or in connection thereto (collectively, “Beholder IP”). As used herein, “Intellectual Property Rights” means inventions and patents of any type, design rights, utility models or other similar invention
rights, copyrights, trademarks, service marks, trade names, trade dress, logos, trade secrets or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
All use of the Beholder IP shall inure to the benefit of Beholder, and you shall not: (i) contest, or assist others to contest, our rights or interests in and to the Beholder IP or the validity of our rights in and to the Beholder IP and all applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to said Beholder IP. All rights in the Beholder IP which are not expressly granted herein are reserved by Beholder. You hereby agree to assign and do assign to Beholder any modifications or derivative works of any Services made by you in contravention of the foregoing limitation.
Reselling the Services.
The following conditions also apply:
- Access to, and use of, the Services by a third party granted access by you (“Your Customer”): (a) does not in any way diminish your strict obligation to ensure compliance with the terms of this Agreement; and (b) does not in any way diminish Beholder’s right to enforce the terms of this Agreement, without liability to you or the Customer, including suspension or termination of access to the Service, whether or not it may have an adverse impact on Your Customer or the ability of Your Customer to use the Services.
- You must: enter into a binding contractual relationship with Your Customer on terms no less onerous than this Agreement; provide all customer relationship management, including first level support services in relation to the Services, to Your Customer.
- You hereby agree to indemnify and hold harmless, on an actual indemnity basis, Beholder, from and against all costs, expenses, losses and liabilities arising in any way (including under statute, the law of tort, equity or any other theory of law whatsoever) from or in relation to use of the Services by Your Customer and all other acts and omissions of Your Customers otherwise taking place on or in relation to the Services.
If you wish to terminate this Agreement or your Beholder account (if you have one), you may simply contact Beholder and request a cancellation of your account. Notwithstanding the foregoing, if you have purchased an account or agree to services, your account can only be terminated by Beholder if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Beholder’s notice to you thereof; provided that, Beholder can terminate the Website and/or services immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall
survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Disclaimer of Warranties.
The Website is provided “as is”. Beholder and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Beholder nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
Limitation of Liability.
In no event will Beholder, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Beholder under this Agreement during the twelve (12) month period prior to the cause of action. Beholder shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
General Representation and Warranty.
You agree to indemnify and hold harmless Beholder, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire Agreement between Beholder and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Beholder, or by the posting by Beholder of a revised version. The Agreement shall be governed by, interpreted and construed in accordance with United States law. The parties irrevocably agree that the Delaware courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) save that Beholder has the express right (at its sole discretion) to bring an action against you in a court or courts where you are resident, have your principal place of business or central administration. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Beholder may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
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