XALTERAMEDIA TERMS AND CONDITIONS

1. AGREEMENT TO TERMS

These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and XALTERAMEDIA, located in Andover, MA 01810 ("we," "us," or "our"), concerning your access to and use of our social media marketing agency services ("Services").

By engaging our Services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with all of these Terms, you are prohibited from using our Services and must discontinue use immediately.

2. DESCRIPTION OF SERVICES

XALTERAMEDIA provides various digital marketing services including but not limited to:

• Social media management
• Content creation
• Paid advertising
• AI chatbot development and management
• Analytics and reporting
• Other related marketing services

Our Services are subject to change at any time without notice. We reserve the right to modify, suspend, or discontinue any part of our Services without notice or liability.

3. CLIENT RESPONSIBILITIES

3.1 Account Information

You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for restricting access to your accounts. You agree to accept responsibility for all activities that occur under your account.

3.3 Content Ownership and Permissions

You represent and warrant that you own or have the necessary permissions to use all intellectual property in any content provided to us for use in connection with our Services, and that our use of such content will not violate the rights of any third party.

3.4 Platform Policies

You acknowledge that social media platforms and other third-party services have their own terms of service and policies. You agree to comply with these policies, and you understand that XALTERAMEDIA is not responsible for changes to these policies that may affect our Services.

4. FEES AND PAYMENT

4.1 Pricing

Fees for our Services are as agreed upon in your service agreement or proposal. We reserve the right to change our prices at any time, but changes will not affect current contractual agreements.

4.2 Payment Terms

Invoices are due and payable within fourteen (14) days after issuance. Late payments may incur fees and/or suspension of Services.

4.3 Taxes

You are responsible for paying all taxes associated with your purchase of our Services, excluding taxes based on XALTERAMEDIA's net income.

5. CANCELLATION AND TERMINATION

5.1 Cancellation by Client

You may cancel Services that have not yet been implemented. Once implementation of any Service has begun, cancellation terms shall be as specified in your service agreement.

5.2 Termination by XALTERAMEDIA

We reserve the right to terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

5.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination.

6. INTELLECTUAL PROPERTY

6.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by XALTERAMEDIA, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 License to Use Client Materials

You grant XALTERAMEDIA a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any content provided by you for the purposes of providing our Services.

6.3 Portfolio Rights

You agree that we may include your name and a general description of the Services we provided to you in our portfolio and marketing materials, unless otherwise agreed in writing.

7. REPRESENTATIONS AND WARRANTIES

7.1 Our Representations

We warrant that the Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services.

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL XALTERAMEDIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS EXCEED THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless XALTERAMEDIA and its licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

10. THIRD-PARTY SERVICES

Our Services may contain links to third-party websites or services that are not owned or controlled by XALTERAMEDIA. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

11. GOVERNING LAW

These Terms shall be governed by and defined following the laws of the Commonwealth of Massachusetts. XALTERAMEDIA and yourself irrevocably consent that the courts of Massachusetts shall have exclusive jurisdiction to resolve any dispute arising out of these Terms.

12. CHANGES TO TERMS

We reserve the right to modify these Terms at any time. We will provide notice of any changes by updating the "Last Updated" date at the top of these Terms. Changes will be effective immediately upon posting. Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes.

13. SEVERABILITY

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

14. ENTIRE AGREEMENT

These Terms constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have between us regarding the Services.

15. CONTACT INFORMATION

Questions about the Terms should be sent to us at:

XALTERAMEDIA
Andover, MA 01810
[email protected]