Assett Plus Terms and Conditions
Effective from June 1, 2020
Assett Plus (“Assett+” or “We” or “Us” or “Our” ) services (“Assett+ Services” or “Services”) offer our
clients (“Client(s)” or “You”) a turn-key solution to easily create, develop, support and maintain their
online presence through visually pleasing and highly functional websites, e-commerce and web-based
services and platforms tailored to their needs and marketing/business goals together with a full range of
marketing services, including but limited to consultancy, graphic design, social media management,
branding, among others. Clients can access our services through a monthly or yearly subscription
packages (“Assett+ Subscription Packages”), offering a high degree of flexibility without the need to incur
inexpensive upfront development, set-up costs and separate ongoing maintenance and support fees.
Features, functionalities, and services included in our subscription packages are listed on our website
(“Assett+ Website”) and under the EXHIBIT A of these terms and conditions. All the
solutions created for our clients are collectively referred to herein as (“Client Service Platform”).
To provide Our Services, Assett+ uses platforms, tools, and services of other business partners of Assett+
and Third-Party Services, this include but is not limited to Content Delivery, Payment, Video, E-mail, Audio,
Social Media, Analytics, SEO, Domain Registration Services, and Platforms.
1. Legal Agreement
Assett+ Terms and Conditions (“Terms and Conditions” or “Terms”), jointly with any other terms
applicable specifically to some of our services and features included in Assett+ Website, altogether
established the entire terms and conditions applicable to our Clients and visitors to our website and any
other services, features, and functionalities offered by Assett+ with respect thereto, except where Assett+
explicitly state otherwise.
Assett+ Terms and Conditions constitute a binding and enforceable legal contract between Assett+ and
You in relation to the use of Our Service - please read them carefully.
You may contract Our Services only if you fully agree to these Terms and Conditions, and by doing so, you
signify and affirm your informed consent to these Terms and Conditions and any other terms from Assett+
and Third-Party Service Providers applicable and required to deliver the features and functionalities of
your Client Service Platform as described in the Overview section above.
2. Your Responsibilities
2.1 You represent and warrant that
1. To contract Our Services, you must be at least (18) years of age or of the legal age of majority in
your jurisdiction, you must have legal authority, right and freedom to enter into Assett+ Terms
and Conditions and to create a binding agreement, for yourself or on behalf of the person or entity committed by you to the Asset+ Terms and Conditions.
2. Your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and billing address provided us.
3. You are not a resident of (or will use Our Services in) a country embargoed by the U.S. government, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations.
4. You confirm that you have ownership or you have (and will continue to have) the legal rights, title, licenses, consents, authority or full power to use any content (“Client Content” or “Your Content”) provided to Us for the purposes of Assett+ creating your Client Service Platform or to deliver Our Services. Client content includes but is not limited to any images, designs, artwork, animations, videos, logos, text, literary work, audio files, illustrations, code, compositions, etc.
5. You have (and will maintain) the legal rights, title, licenses, consents, authority or full power to allow Assett+ to access any websites, online repositories/services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using your Client Content to create your Client Service Platform and provide Our Services.
6. You have obtained all consents and permissions required under all applicable laws, regarding the posting, publication and transmission of any personal information and/or image or likeness of any person, entity, or property which is part of the Client Content, and you will adhere to all laws applicable thereto.
7. The Client Content is (and will continue to be) true, accurate, current, non-infringing upon any third-party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use.
2.2 You undertake and agree to:
1. Fully comply with all applicable laws and any other contractual terms which govern the use by you or your End Users or Visitors of your Client Service Platform (and any related interaction or transaction), in any of your geographical locations.
2. Be solely responsible and liable with respect to any of the uses of your Client Service Platform under your control, your End Users or Visitors, and for any Client Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such Client Content on the Client Service Platform).
3. Receive from time to time promotional messages, materials, or notices from Assett+, its partners and/or Third-Party Service Providers associated with your Client Service Platform, including updates, notification of new features/functionalities, special offers, among others. This message will be sent by mail, e-mail, or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify us at any time.
4. Allow Assett+ and its partners to use in a non-exclusive manner, worldwide and free of charge, any version of your Client Service Platform solely for any marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Assett+ or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your Client Service Platform with respect to such limited permitted uses.
2.3 You undertake and agree not to:
1. Submit, transmit or display any Client Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Assett+ or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval.
2. use any illegal action to collect login data and/or passwords for other websites, third parties, software or services.
3. phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable.
4. upload, insert, collect, or otherwise make available within the Assett+ Website or the Assett+ Services or through your Client Service Platform, any malicious, unlawful, defamatory, or obscene Content.
5. You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your Client Service Platform/or Assett+ Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
3 Assett+ Rights
1. Assett+ reserves the right to modify the prices of the Services upon 30 days’ notice from Assett+. Such notice may be provided at any time by posting the changes to the Assett+ website or by electronic notification via email, to the email address associated with your account.
2. Assett+ reserves the right to modify, suspend or terminate any of the Assett+ Services, for any reason, with or without notice at any time. Assett+ shall not be liable to You or to any third party for any modification, price change, suspension or discontinuance of the Service.
3. We reserve the right to refuse service to anyone for any reason at any time.
4. Subject to your full compliance with the Assett+ Terms and Conditions and timely payment of all applicable Fees to the Assett+ Services, Assett+ hereby grants you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Assett+ Services.
5. Failure to comply with any of the Asset+ Terms and/or to pay any due Fee shall entitle Assett+ to suspend (until full payment is made) or cancel Your Service(s) (or certain features thereof) or any Third-Party Services to you.
4 Client Intellectual Property
1. As between You and Assett+, You shall own all intellectual property pertaining to the Client Content and to any other materials created by you, including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, code, interfaces, text and literary works. Assett+ does not claim ownership rights on your content. For the sole purpose of granting you the service, You understand and agree that we will need to access, upload and/or copy Your Content to our platforms and/or Third Party Platforms in order to deliver Our Services to You.
1. “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Assett+’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and in accordance with any other obligations in these Terms including this Section 7. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, whom each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without the use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms.
7 Assett+ Service Fees
7.1 General Service Terms
1. By contracting Our Services and depending on the Service, You acknowledge and understand that such services are subject to payment of a subscription fee (“Subscription Fees”) or separate fee (“Fee(s)”). Subscription Fees and many other Fees are listed in Assett+ Website, certain special Services (For example, special customizations, integrations, development of functionalities, among others) may require prior notice from Assett+ informing You the price, method of payment, frequency, conditions and any other information of such fees before you contract the special Service.
2. All Fees shall be deemed to be in U.S. Dollars, except as specifically stated otherwise in writing by Assett+.
3. To the extent permitted by law, all Fees and Subscription Fees are exclusive of all taxes levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable taxes relating to your use of Our Services, or to any payments or purchases made by you. If Assett+ is obligated to collect or pay Taxes for the Fees or Subscription Fees payable by you, and whether or not such Taxes were added and collected from you for previous transactions, such Taxes may be added to the payment of any outstanding Fees and will be reflected in the Invoice for such transaction. You should also verify the existence of any additional fees you may be charged by Third Parties in connection with the purchase of any of Our Services or features, functionalities or services offered through your Client Service Platform (such as international transaction fees, currency exchange fees or fees due to banks or credit card companies). Assett+ is not responsible for any such additional fees or costs.
4. Assett+ will issue an invoice or credit memo (in electronic format) for any payment of Fees or refund applicable to Our Services. Invoices and credit memos will be delivered to the email address specified at the moment You contracted Our Services and will include the Client address and billing information provided at that time.
5. By Contracting Assett+ Services, You authorize Assett+ (either directly or through its partners, affiliates, subsidiaries or other Third parties) to request and collect payment and service fees (or otherwise charge, refund or take any other billing actions) from our payment provider or your designated banking account, and to make any inquiries Assett+ or its affiliates may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your payment, credit card or banking account provider (e.g., updated expiry date or card number as may be provided to us by your credit card company).
6. Assett+ will keep in record the information of the method of payment and/or credit card You provided at the moment of contracting the Services and for the purposes of processing the payment for any Subscription Fees or any other Fee.
7.2 Subscription Fees
1. To ensure that you do not experience any interruption or loss of Services, all Subscription Packages require an automatic renewal option effective upon the end of the applicable subscription period, for a renewal period equal in time to the original period of the Subscription Package contracted and, unless notified to you in advance, at the same price (subject to any applicable Taxes and excluding any promotional offer or discounts provided in the first period).
2. In order to process payments for any renewal period, Assett+ will attempt to automatically charge and collect any applicable Fees using the credit card or method of payment on record associated with your account at least 24hrs before the renewal period commence. For example, if the renewal period will commence on May 15th, We will try to charge you credit card at least on May 14th).
3. If we are not able to collect the Fees owed by You, We may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your Services, with or without further notice. In the case of a yearly or multiple-year renewable Service or Subscription Package, Assett+ will endeavor to provide you a notice prior to the renewal of such Service, at least thirty (30) days in advance of the renewal date.
7.3 Default on Payments
1. If, at any time, we are unable to collect the Fees owed by You for reasons like decline payment or any other rejection of a charge on any payable Fees related to your contracted/purchased
Services, this will be considered as a breach of your payment obligations hereunder, in consequence, Your Services may be automatically disabled or terminated.
2. Your use of Asset+ Services will not resume until you re-subscribe for any such Service, and pay any applicable fees in full, including any fees and expenses incurred by Assett+ required to restore Your Services.
3. If you have any questions or concerns regarding a payment transaction to Assett+, we encourage you to contact our Customer Support team as soon as possible at email@example.com.
8 Modification and Cancellation of Service(s)
1. You have the right to request to modify or cancel any Service at any time. The effective date and time in the case of a modification or cancellation of Service(s) shall be the date and time on which you have completed the modification or cancellation of Service(s) process as described on the email confirmation You will receive for any contracted/purchased Service(s). The effective date for cancellation of any Subscription Package or Service shall be at the end of such Service(s) subscription period. Upon request of Cancellation, any Subscription Package or Service will be discontinued only upon the expiration of the respective period for which you have already made payment. Please note that as the cancellation process may take a few days, in order to avoid the next automatic renewal and respective charge the cancellation request should be made at least fourteen (14) days prior to the expiration of the then-current Service period.
2. In the event of Cancellation of Service, you may have the option to transfer, for a Fee (“Transfer Fee”), Your Client Service Platform to any fully compatible Third-Party Platform (that does not require the need of special customizations, programming, modifications, special tools or widgets, integrations) from one of our Third-Party Providers. This option means that Assett+ will no longer be responsible and will discontinue any development, design, content writing, support, maintenance, consultancy, and any other feature, functionality or service currently available in your Assett+ Subscription Package that may not be offered by the compatible Third-Party Platform.
The Transfer Fee will be calculated based on the following criteria:
- For accounts active for less than thirteen (13) months – The Transfer Fee will be equal to the Client’s total monthly recurring payment times twelve, plus any applicable taxes. For example, if your Client account has been active for five (5) months and you are paying a subscription package of 100 USD, plus any applicable tax, and you decide to cancel the Assett+ Services, the total transfer fee will be equal to 100 x 12 = 1,200 USD plus any applicable taxes.
- For accounts active for more than twelve (12) months – The Transfer Fee will be equal to the Client’s total monthly recurring payment times six (6), plus any applicable taxes. For
example, if your Client account has been active for fourteen (14) months and you are paying a subscription package of 100 USD, plus any applicable taxes, and you decide to cancel the Assett+ Services, the total transfer fee will be equal to 100 x 6 = 600 plus any applicable taxes.
Assett+ may in its sole discretion, modify the Transfer Fees at any time with or without further notice to You.
9 Loss of Data, Content, and Capacity
1. If your Client Service Platform or any other Service(s) related to your Account are canceled (whether at your request or at Assett+ discretion), it may cause or result in the loss of certain content, features, or capacity of your Client Service Platform, including any Client Content, End User Data or other usage data retained therein, and including any domain name reservation or registration that was included in such Services (“Capacity Loss”). Assett+ shall not be liable in any way for such Capacity Loss, Client Content or End User data. Please also note that additional Fees may apply to re-activation of any Contracted/Purchased Service following their cancellation, as determined by Assett+ in its sole discretion.
10 E-Commerce Features and Functionalities
1. Some Assett+ Services and Subscription Packages also include certain features and functionalities which enable you to sell goods, content, media and services through the Client Service Platform (“Client Products”, and collectively – “E-Commerce”).
You are solely responsible for Client Products and any E-Commerce related activities, including but not limited to Sales Transactions, Taxes, Accounting and Book Keeping, Costs and Expenses, Procurement and delivery of Goods and Services offered, Promotions, Statements, Warranty, Promises, and any related Content contained or referred to within the E-commerce Features and Functionalities included in Your Client Service Platform. The same way You are solely responsible for any compliance with any laws applicable thereto. We are merely providing the platform for you to manage your online E-Commerce activities. We are not involved in your relationship and/or any transaction with any actual or potential buyer, supplier of your Client Products.
11 Payment Providers
1. Some Assett+ Services and Subscription Packages (and depending on your location) may include payment processing functionalities offered by Third-Parties, allowing you to accept payments from your customers. To have access to this service You may have to complete a registration process with the Third-Party Payment Provider You choose (within the options We have available). Any payment functionality within your Client Service Platform connected to any Third-Party Payment Provider shall be governed by such Payment Provider’s Terms and Conditions. The same is applicable in the case You choose to use and contract any other Third-Party Payment Provider not offered by Assett+ and available to You. If You require any customization or technical work in order to integrate your Client Service Platform with the Payment Provider not offered by Assett+, such customization or technical work will be quoted and charged as a special service.
We are neither a party to nor are responsible in any way for your relationship with any Payment Providers or for the actions of any of these Payment Providers.
12 Third-Party Services
1. In order to deliver Our Services and to enhance Your Client Service Platform and overall experience, Assett+ engage certain Third-Party Services, including without limitation, domain registrars, third-party applications, widgets, tools, platforms, licensed content, media distribution services, payment providers (collectively, “Third-Party Services”).
2. You acknowledge and agree that without considering the manner in which such Third-Party Services may be offered to you (bundled or integrated within certain Assett+ Services, offered separately by Assett+), Assett+ merely acts as an intermediary platform between You and such Third-Party Services, and does not in any way endorse any such Third-Party Services, or shall be in any way responsible or liable with respect thereto. Assett+ will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third-party Services.
3. You acknowledge that such services may require the payment of additional amounts to Assett+ and/or to the providers of such Third-Party Services
5. While we hope to avoid such instances, Assett+ may, at any time and at its sole discretion, suspend, disable access to or remove any Third-Party Services without any liability to you or to any End Users.
13 Warranties & Disclaimers
1. Assett+ provides its Services on an “As Is”, and “As Available” basis, without any warranties or conditions of any kind, express, implied, or statutory.
2. Assett+ does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
3. Assett+ does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
4. Asset+ do not endorse any entity, product or service (including any Third-Party Services) mentioned on or made available via the Assett+ Services.
14 Limitations of Liability
1. You expressly understand and agree that to the fullest extent permitted by applicable laws in each applicable jurisdiction, Assett+ shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use Assett+ Service and any other Third-Party Service.
1. You agree to defend, indemnify and hold harmless Assett+, its officers, directors, shareholders, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (1) your violation of any term of these Terms and Conditions or any other Assett+ Terms; (2) your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from your User Platform or User Content and/or your use of the Assett+ Services, including, without limitation, Assett+ Services’ actions for your benefit; and/or (3) any other type of claim that your Client Service Platform and/or Client Content caused damage to a third party.
16 Governing Law & Jurisdiction
1. You and Assett+ irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms and Conditions. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and Conditions and is hereby expressly excluded.
1. We may provide you with notices in any of the following methods: (1) via the Assett+ Services, including by a banner or pop-up within the Assett+ Website, User Account or elsewhere; (2) by e-mail, sent to the e-mail address you provided us; and/or (3) through any other means, including any phone number or physical address you provided us. Assett+’s notice to you will be deemed received and effective within twenty-four (24) hours after it was published or sent through any of the foregoing methods unless otherwise indicated in the notice.
18 Waiver, Severability and Entire Agreement
1. The failure of Assett+ to exercise or enforce any right or provision of the Terms of Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms shall remain in full force and effect.
2. The Terms of Conditions, including the documents it incorporates by reference, constitute the entire agreement between You and Assett+ and govern your use of the Services and your Account, and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between You and Assett+.
1. Assett+ may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Assett+ Services to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Assett+. Any attempted or actual assignment thereof without Assett+’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section 19.1 shall not in itself grant either Assett+ or You the right to cancel any Assett+ Services or Third-Party Services then in effect.