Terms And Conditions
Table of Contents
By subscribing to receive Copywriting Amigos services, you agree to these terms. Please read them carefully as they set out the legal agreement between you, the subscriber, and Copywriting Amigos.
Copywriting Amigos (“Copywriting Amigos”) provides a content generation service (“Service”) more fully described on the website Copywriting Amigos.com (“Site”). The Service is provided on a subscription basis under specific subscription plans offered by Copywriting Amigos from time to time (“Subscription Plan”). The Services are provided through the Site. This Agreement applies to anyone (“You”/”Customer”) who subscribes for or otherwise uses the Services to receive Content (as defined below).
THESE TERMS (WHICH TOGETHER WITH THE SUBSCRIPTION PLAN ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN SUBSCRIPTION PLAN THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.
1. Definitions
For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
“Content” means the requested content made available by Copywriting Amigos to Customer through the Service.
“Customer Data” means all electronic data or information submitted by Customer and/or its Users to the Service;
“Fee” means the fees (as specified in the applicable Subscription Plan) payable by Customer to Copywriting Amigos for the right to receive access to the Service;
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
“Term” has the meaning ascribed to that term in Section 10.1; and
“User” means an individual or entity who is authorized by Customer to use the Service, and who has been supplied a user account and password by Customer (or by Copywriting Amigos at Customer’s request) for the Service.
2. Provision and Use of the Service.
2.1 Provision of Service. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable fees, Copywriting Amigos shall make the Service available to Customer for Customer’s internal business use during the Term. Customer’s right to use the Service during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Subscription Plan(s).
2.2 User Accounts. User accounts are for use by designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
2.3 Content and Content Providers. Copywriting Amigos engages independent third party content providers (“Content Providers”) in order to develop the Content. Content Providers are contractually bound to maintain the confidentiality of all Customer materials that they may receive through Copywriting Amigos. The Content provided through the Service is based on Copywriting Amigos’s reasonable efforts to engage with responsible and reputable Content Providers at any given time, but all Content is provided on an “As-Is” basis and Copywriting Amigos makes no representation or warranty regarding the Content, whether in regards to its accuracy, originality, suitability, non-infringement or otherwise. Copywriting Amigos may (but is not required to) submit any Content to a third-party verification tool such as Copyscape to assist in identifying any plagiarism or other intellectual property infringement by Content Providers, but Copywriting Amigos accepts no responsibility for either failing to do so or for such third party tools failing to identify any such plagiarism or other intellectual property infringement, and Copywriting Amigos accepts no responsibility for any infringement by any Content of any third party rights, whether arising due to intellectual property infringement (including without limitation plagiarism) or otherwise. Customer is solely responsibility for the review and approval of any and all Content prior to use or publication. Customer is solely responsible for any decision or action that it may take, regarding the use, publication or distribution of any Content, and Copywriting Amigos accepts no responsibility for any consequences arising from such use, publication or distribution by Customer (including without limitation any claim for plagiarism, royalties or otherwise).
2.4 Customer Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Copywriting Amigos promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
2.4 Use Guidelines. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
2.5 Publicity. Neither party may issue press releases relating to this Agreement without the other party’s prior written consent. Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines.
3. FEES AND PAYMENT.
3.1 Fees. In consideration for the receipt of the Service, Customer shall pay Copywriting Amigos the Fees specified in the applicable Subscription Plan. Copywriting Amigos reserves the right to amend the fees on not less than 60 days’ advance notice in writing to Customer.
3.2 Invoicing and Payment. Fees for the Service will be invoiced monthly in advance or as otherwise as specified in the applicable Subscription Plan. Unless otherwise stated in an invoice, charges are due immediately on the invoice date. Customer is responsible for maintaining complete and accurate billing and contact information with Copywriting Amigos.
3.3 Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Copywriting Amigos’s discretion, late charges at the rate of 1.0% of the outstanding balance per month (12.67% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
3.4 Taxes. Unless otherwise stated, Copywriting Amigos’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes“). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Copywriting Amigos’s net income or property. If Copywriting Amigos has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Copywriting Amigos with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.5 Audit Rights. Copywriting Amigos shall have the right to use the capabilities of the Service to monitor the use of the Service and Customer’s compliance with this Agreement.
3.6 Suspension of Service. If Customer’s account is overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Copywriting Amigos reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
4. OWNERSHIP RIGHTS.
4.1 Rights to Content. Copywriting Amigos agrees that all of its right to Content (including any of its related Intellectual Property Rights) are assigned to Customer on delivery of such Content to Customer. All moral rights to Content are waived by Copywriting Amigos and the Content Providers.
4.2 Rights to the Service. Subject to the limited rights expressly granted hereunder, Copywriting Amigos reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement. Customer and its Users are permitted to access the Service, including the Content, solely for Customer’s internal information purposes. Customer is granted a perpetual, royalty-free, not copy, transmit, reproduce, publicly display, perform, distribute, alter, transmit or create derivative works of any Content or any portion of or excerpts from the Content in any fashion that is not authorized by Copywriting Amigos in writing or expressly permitted in these Terms of Use.
4.3 Restrictions. Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service. Customer may use any Content or any excerpt from any Content to promote its products or services. External citation to the Content is prohibited without Copywriting Amigos’s express written permission.
4.4 Customer Data. As between Copywriting Amigos and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Customer’s Confidential Information under this Agreement. Copywriting Amigos shall not access Customer’s User accounts, including Customer Data, except to respond to service or technical problems or at Customer’s request or as necessary for the operation of the Service or billing. Customer hereby grants Copywriting Amigos a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide the Service. The forgoing license shall include the right for Copywriting Amigos to use and copy the Customer Data for the purpose of creating aggregated and anonymized statistical analytics in respect to Service use and other Service and User parameters and characteristics (“Aggregated Statistics”). Copywriting Amigos shall own all Aggregated Statistics created from the Customer Data.
4.5 Suggestions. Copywriting Amigos shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the Service.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Subscription Plan hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
5.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
5.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
5.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
5.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
6. WARRANTIES AND DISCLAIMERS.
6.1 Warranties. Each party warrants that it has the legal power to enter into this Agreement.
6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Copywriting Amigos MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Copywriting Amigos FURTHER DISCLAIMS ALL WARRANTIES (I) RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT OR ANY PORTION THEREOF THAT IS MADE AVAILABLE ON THE SITE; (II) THAT THE CONTENT PROVIDED THROUGH THE SITE WILL BE FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION, OR FROM TECHNICAL INACCURACIES OR OTHER ERRORS; (III) THAT THE CONTENT SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; (IV) THAT THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.
7. INDEMNIFICATION
7.1 Indemnification by Customer. Subject to the terms and conditions of this Agreement, Customer shall, at its own expense, defend Copywriting Amigos, its Affiliates and its and their directors, officers, employees and agents (the “Copywriting Amigos Indemnitees”) in any action, suit or proceeding brought by a third party against any of the Copywriting Amigos Indemnitees alleging that the Customer Data, or Customer’s use of the Service infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party (“Customer Claims”) and shall indemnify and hold the Copywriting Amigos Indemnitees harmless from and against any settlement amounts agreed in writing by Customer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against any of the Copywriting Amigos Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim. As conditions for such defense and indemnification by Customer, (i) Copywriting Amigos shall notify Customer promptly in writing upon becoming aware of all pending Customer Claims; (ii) Copywriting Amigos shall give Customer sole control of the defense and settlement of such Customer Claims; (iii) Copywriting Amigos shall cooperate fully with Customer in the defense or settlement of such Customer Claims; and (iv) Copywriting Amigos shall not settle any Customer Claims without Customer’s written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.
8.1 LIMITATION OF LIABILITY
8.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $500 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FRO