Terms of Service

Terms of Service – ALL Vallexa Marketing Products

By accepting our services, you represent and warrant that you are 18 years of age or older, that you have provided true, accurate, current and complete information as prompted by the Service Registration form by VallexaMarketing.com, that you have the power and authority to enter into and perform under the Terms of Service and that you agree to be bound by the terms and to comply with all applicable laws, rules, regulations and orders. VallexaMarketing.com provides local United States businesses with search registration and submission services (Services) to search engines like Google, Yahoo and others. For that purpose, VallexaMarketing.com must share submitted business information with the local search providers. By purchasing Services from VallexaMarketing.com or any of its affiliates, you are bound to the following terms of service, as well as the terms of service of the defined local search providers. VallexaMarketing.com reserves the right to update the Terms of Service at any time. Any updates will be effective upon posting of the updated terms to the website.

VallexaMarketing.com will not share your information with any business other than those who are directly affiliated with VallexaMarketing.com and local search providers. You agree to pay any set-up fee(s) as required to begin your service. You also agree to accept communication via fax, email, or SMS/text, unless you notify us otherwise. If you have any questions about these terms or any questions in general, please feel free to contact us at: info@Vallexa.biz. You acknowledge that the use of this Service is solely at your own risk. The Service is provided on an “as is” and “as available” basis. VallexaMarketing.com expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.

You agree to purchase Services on a month-to-month subscription basis paid in arrears in monthly increments or via a package deal, with the setup fee payment being made on the day of the sale, regardless of activation via postcard.

Subject to the terms and conditions of this Agreement, Vallexa creates intellectual property, including but not limited to web design, which is intended to achieve a highly positioned listing(s) in major internet search engines. You understand and agree that any such listing is, in and of itself, valuable intellectual property that is the sole property of Vallexa. Throughout the term of this agreement and beyond, Vallexa possesses exclusive ownership rights to said intellectual property that has been created through our time and efforts. As an internet advertising company, Vallexa agrees to effectively lease said listing created by our efforts to you for a monthly fee.

During the term of your agreement with us, Vallexa shall use said listing for your exclusive benefit, and Vallexa shall advertise your business by tailoring the specifics of the listing in order to direct customers to you. Once this agreement has terminated and/or if you fail to pay fees to Vallexa as required per the agreement between the parties, we shall revoke your right to use said listing, and Vallexa maintains the right to alter listing in whatever manner we choose in our sole discretion, including the right to direct traffic from said listing elsewhere.

Businesses that provide adult products, hate materials, illegal products or services, are offensive in content or incorporate images or content that is in any way harmful, threatening, obscene, harassing or racially, ethnically or otherwise objectionable, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or is inappropriate for minors are not accepted for submission into search engines. VallexaMarketing.com shall not be considered responsible for acts beyond its control including, but not limited to, acts of God, power outages, earthquakes, or other disasters.

By accepting our service you agree to indemnify and hold VallexaMarketing.com and its other affiliated companies, and their officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, post, transmit or make available through the Service to the maximum extent allowed by law, VallexaMarketing.com and its other affiliated companies, any of their officers, directors or employees shall not be liable for any direct, indirect, special, incidental or consequential damages (no matter how they arose, including negligence), or for interrupted communications, lost data or lost profits, arising out of or in connection with the Services provided hereunder. Further, VallexaMarketing.com and its other affiliated companies, any of their officers, directors or employees will not have any liability for any losses arising because the VallexaMarketing.com Services are not operational or accessible. Many local search providers syndicate their content to other search providers. VallexaMarketing.com offers no warranty or guarantee as to how or where the syndication partners use the information posted after VallexaMarketing.com has fulfilled its commitment. VallexaMarketing.com retains the right to alter (add or remove) local search providers included in this agreement at any time. You grant VallexaMarketing.com the right to store and alter the provided content prior to submission to the local search providers. You also grant VallexaMarketing.com a royalty free, world-wide right and license to access, index, cache, and display the provided content.

You agree to allow VallexaMarketing.com to act as an agent on your behalf when submitting your business information to the local search providers. You acknowledge that providing incomplete, inaccurate, or otherwise incorrect information about your business and/or its location may result in your listing being rejected by the local search engines. No refund is offered for rejected listings, but you do have the opportunity to correct the information in your listing and to have the information resubmitted. VallexaMarketing.com agrees to submit your business information to the defined local service providers within two (15) business days of payment. This agreement does not cover reasons beyond the control of VallexaMarketing.com including, but not limited to, Internet connectivity issues and the accessibility of local search provider systems. VallexaMarketing.com does not guarantee or warranty that VallexaMarketing.com provided submissions will be accepted by the local search providers for inclusion in their index or what timeframe is required for listing. VallexaMarketing.com does not guarantee or warrant how VallexaMarketing.com provided submissions would be displayed or ranked by the local search providers.

You agree that you are solely responsible for any information or photos or other media that you add to a website, including acquiring proper legal license, copyright, trademark, or other permission to use media. You agree to indemnify and hold Vallexa harmless in the event a claim is made for improper or illegal use of any image, text, media, etc. that you or your agent places on a website.

As part of the service VallexaMarketing.com provides submissions to a number of local search providers. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Service or your use of this Web site shall be filed only in District Court, District of Nevada, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. If any parts of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

MOBILE MARKETING:

Vallexa offers a unique mobile marketing platform which allows Vallexa Clients the ability to contact customers or clients via digital devices and media including, but not limited to, mobile telephone, email and social media websites (the “Platform”) utilizing certain methods, designs, processes, software and equipment (the “Technology”).  Vallexa’s services and features include but are not limited to mobile promotion, mobile polling, mobile messaging and alert services and reporting (collectively “Vallexa Services”).  Vallexa periodically updates features and adds new ones depending on market conditions and other factors.  Generally, all Vallexa Clients can access and use these features as part of their marketing efforts.

Limited Access to Platform/Vallexa Webpage The non-exclusive license contemplated under this Agreement shall grant Vallexa’s Client limited access to the Platform via a website interface page (“Vallexa Webpage”), wherein, Vallexa Clients can establish and manage accounts according to the capabilities of the Platform (the “License”).  Vallexa will train Vallexa Client personnel on how to utilize, manage and maintain the Vallexa Webpage in accordance with this Agreement.  During the Term of this Agreement, Vallexa will provide ongoing system support to Vallexa Client.

Vallexa Client License During the Term of this Agreement, Vallexa’s Client hereby grants to Vallexa a non-exclusive, non-sublicensable (except to affiliates or subcontractors of Vallexa performing services with respect to such services), royalty-free, worldwide license to reproduce, distribute, store, transmit, publicly perform, publicly display, digitally perform, reproduce, and otherwise use the content of the Vallexa Webpage and user data in conjunction with the Vallexa Services.

Keywords/Data.  Nothing in this Agreement shall be construed to grant Vallexa Client ownership of any keywords utilized.  Vallexa may revoke the right to utilize any keyword at any time and for any reason and shall have the right to grant the utilization of any keyword to any third party.  The owner of the Short Code (defined below) associated with the Vallexa Services, any and all data generated by Vallexa Client and any customers/clients of Vallexa Client, any and all data provided to Vallexa on behalf of Vallexa Client and customers/clients of Vallexa Client, and any information stored by Vallexa on behalf of Vallexa Client or any of its customers/clients, including, but not limited to, any telephone numbers and e-mail addresses, shall remain the property of the Short Code owner.

The Platform “As Is” and “As Available”.  Nothing under this Agreement shall be construed to require Vallexa to neither modify the Platform and/or Technology in any way nor customize/create any specific additions to the Platform and/or Technology on behalf of Vallexa Client.  Vallexa Client acknowledges and agrees that they are licensing the use of the Platform and/or Technology “AS IS” and “AS AVAILABLE” in its present state and with its present capabilities.  Vallexa may provide any updates made to the Platform in the normal course of business but shall not be obligated to create any specific updates in connection with this Agreement.  Subject to the terms and conditions of this Agreement, Vallexa will make its best efforts to maintain an uptime of 99% throughout the Term of this Agreement but cannot guarantee any specific uptime.

Data Storage.  Vallexa will make its best efforts to backup all data to prevent data loss but cannot guarantee that no data will be lost.  Vallexa will not be responsible for any loss of data in connection with the License contemplated by this Agreement.

Term.  Unless sooner terminated in a manner herein provided, this Agreement and/or the licenses granted hereunder shall commence on the date this Agreement is fully executed by the parties and continues in force.

 

Time of License Fee Payments.  Unless otherwise specified within this Agreement, Vallexa will bill Vallexa Client on the first business day of each month, starting on the day of credit card authorization by Vallexa Client.  Vallexa Client will, at all times, provide and maintain a valid credit card and must update Vallexa in the event there is a change in any required information.  By signing this Agreement, Vallexa Client hereby authorizes Vallexa to forward this Agreement to any third party for the purposes of evidencing Vallexa Client’s authorization to charge the credit card in accordance with this Agreement.  Vallexa Client shall be responsible for any monies owed to Vallexa by any customer/client of Vallexa Client.

SMB Rate Card.  Vallexa may change the SMB Rate Card from time to time.  In the event Vallexa wishes to effectuate a rate change in the SMB Rate Card, it will provide Vallexa Client thirty (30) days written notice of its intention to change the SMB Rate Card and will provide Vallexa Client with the new rates.

License Purpose.  Vallexa Client acknowledges and agrees that the purpose of this license is to be used only for providing Vallexa Client the ability to offer mobile telephone couponing and mobile telephone messaging services directly to customers/clients of Vallexa Client.  You may not use the Platform or Technology for any other purpose, nor may You link, compile or otherwise combine the Platform and/or Technology with any other programs, modify, rent, release, lend, sublicense or otherwise redistribute the Platform and/or Technology, in whole or in part, to any other person or entity.

No Reverse Engineering/Transfer.  You shall not, under any circumstances, create or permit others to create, by reverse engineering or otherwise, the Platform and/or Technology or any part thereof during the Term of this Agreement or at any time thereafter.  You may not rent, lease, lend, sell, redistribute or sublicense the License contemplated under this Agreement, nor any use relating to the Platform and/or Technology.

Covenants.  You shall not distribute on the Vallexa Webpage or provide to Vallexa or Vallexa’s employees, independent contractors, licensors/licensees or the owner of the Short Code any content or any other text, pictures, sound, graphics, video and other data or any other materials that: (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, Trojan horses, worms, trap doors, back doors, Easter eggs, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

Short Code.  You acknowledge that the maintenance and preservation of the designated numeric code utilized by Vallexa, Vallexa’s employees, independent contractors and/or licensors/licensees (hereinafter “Short Code”) is of the utmost importance to Vallexa and the owner of the Short Code.  You acknowledge further that any misuse by You or by Your customer/client would result in irreparable harm to Vallexa and the owner of the Short Code.  You covenant and agree to refrain from, and make all available efforts to prevent any of Your customers/clients and/or any other entities or individuals from, the following activities utilizing the Short Code:

(i)            Sending any transmissions to any person or entity without receiving the prior consent of the person or entity;

(ii)           Sending any transmissions to any person or entity without first receiving an “Opt-In” communication from the person or entity;

(iii)          Sending any transmissions to any person or entity who expresses their/its desire to discontinue receiving any communications (or “Opts-Out”);

(iv)          Violating any law and/or any carrier rules concerning short codes; and

(v)           Sending any transmissions which contain pornographic material, content concerning the use of illegal firearms, content concerning illegal goods or services, content concerning illegal drugs and related products, content concerning the use of tobacco products, and any other content which Vallexa and/or the owner of the Short Code may prohibit from time to time.

Short Code Misuse Your right to utilize the Short Code may be revoked in the event that Your use of the Short Code is determined by Vallexa or the owner of the Short Code to be in violation of this Agreement, violation of any law(s) and/or a violation of any agreements between the Short Code owner and a wireless carrier.  Indirect or attempted violations, and actual or attempted violations by Your customers/clients or a third party on Your behalf, shall be considered a violation by You.  In addition to the other remedies available to Vallexa or the Short Code owner within this Agreement, Vallexa and the Short Code owner reserve the right to strictly enforce this Agreement by, without limitation, suspending or terminating use of the Short Code prior to actively investigating a violation.

Terms of Use, Privacy Policy and Sweepstake Offers You acknowledge and agree that any information provided to You by Vallexa or posted on the Vallexa Webpage, including, but not limited to, the Terms of Use and Privacy Policy utilized by Vallexa on its website, is provided for information and/or convenience purposes only and Vallexa makes no warranties or representations as to the contents of the Terms of Use and/or Privacy Policy.  You must make your own determination as to the information’s applicability to You and the protection afforded by the Terms of Use and Privacy Policy based on Your specific business relationships.  You acknowledge and agree that the Vallexa Services do not include any services associated with sweepstake offers, and the like, and that You must make Your own determination regarding the terms and laws associated with any sweepstakes offered by You and/or Your customers/clients.

Ownership of Platform Nothing under this Agreement shall be construed as transferring ownership of the Platform, or any and all modifications, additions, customizations to the Platform, including, but not limited to, the work product and any specific modifications, additions and/or customizations made to the Platform in connection with this Agreement.

Ownership of Vallexa’s Intellectual Property Title to the Intellectual Property rights owned or otherwise utilized by Vallexa and/or Vallexa’s affiliated entities, including, but not limited to its patents, processes, registered and common law trademarks, service marks, trade names, trade dress, symbols, slogans, emblems, logos, insignias, copyrights, trade secrets and combinations of the foregoing will always remain the property of Vallexa.

Confidentiality You acknowledge that the maintenance of the confidentiality of the Platform, Technology and any other information/documentation associated with the Vallexa Services (“Vallexa’s Confidential Information) is of the utmost importance to Vallexa.  You acknowledge further that any misuse or unauthorized disclosure of the Platform, Technology and/or Vallexa’s Confidential Information would result in irreparable harm to Vallexa.  In accordance therewith, Vallexa Client covenants to treat the Platform, Technology and Vallexa’s Confidential Information as secret and confidential.

Warranty.  Vallexa does not warrant that the operation of the Vallexa Webpage will be uninterrupted or error-free, or that the Technology and/or the Platform is immune from fraudulent intrusion and/or unauthorized use or disclosure.  Vallexa Client assumes all responsibility for assuring the proper and lawful use of the Vallexa Webpage and all liability for any improper or unlawful use of the Vallexa Webpage. You assume all liability, which may arise in connection with any person or entity’s use of the Vallexa Webpage.  EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, VALLEXA OFFERS THE TECHNOLOGY, PLATFORM AND THE Vallexa WEBPAGE WITH NO WARRANTIES OF ANY KIND.  VALLEXA SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF VALLEXA AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations of Liability.  NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT: (i) NEITHER Vallexa, NOR ANY PERSON OR ENTITY ASSOCIATED WITH VALLEXA WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY OF THE FOLLOWING: SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND; LOST PROFITS OR DAMAGES RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR FOR LOSS OF DATA; OR ANY OTHER DAMAGE TO INTANGIBLE PERSONAL PROPERTY, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF VALLEXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) VALLEXA’S TOTAL LIABILITY TO VALLEXA CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS RECEIVED FROM VALLEXA CLIENT UNDER THIS AGREEMENT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Reservation of Rights Vallexa and the Short Code owner generally do not pre-screen any promotional or messaging items prepared and/or created for Vallexa Client or any customers/clients of Vallexa Client.  However, Vallexa and the Short Code owner reserve the right (but undertake no duty) to do so and decide whether any promotional items or any other information utilized in connection with this Agreement is appropriate and/or complies with this Agreement, violates any law(s) and/or violates any agreements between the Short Code owner and a wireless carrier. Vallexa and/or the Short Code owner may, in their sole discretion, refuse to send any communication, remove any item (whether posted to a website hosted by Vallexa or otherwise) and/or terminate access to the Platform and/or any Technology associated with this Agreement for posting or publishing any material in violation of this Agreement, violation of any law(s) and/or violates any agreements between the Short Code owner and a wireless carrier, at any time and without prior notice.  Vallexa and/or the Short Code owner may immediately terminate any account which it believes, in its sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk text messages.

Indemnification Vallexa Client shall indemnify Vallexa, and Vallexa’s shareholders, members, directors, officers, employees and agents, and the Short Code owner and hold them harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred by them as a result of any claim made by a third party in connection with Vallexa Client’s acts or omissions under this Agreement, including any customers/clients of Vallexa Client.  Vallexa Client shall defend at its sole expense any such action and shall pay any costs, damages, settlement awards and attorneys’ fees finally awarded against Vallexa and/or the Short Code owner in such action which are directly attributable to such claim.

Miscellaneous You and Vallexa shall for all purposes be independent contractors.  Under no circumstances shall either party be deemed, as a result of this Agreement, an employee, agent or representative of the other party, and neither party shall have authority to incur any obligations or make any representations, warranties or guaranties on behalf of the other.  Vallexa may assign its rights to any payments under this Agreement to one or more other persons/entities without Your prior written consent.  In the event that one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Agreement, and such other provisions shall be given effect in accordance with the manifest intent hereof.  This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes and merges all prior oral and written agreements, discussions and understandings between You and Vallexa.  All notices to be given to Vallexa in connection with this Agreement shall be in writing and shall be sufficient if sent by certified or registered mail, return receipt requested with postage prepaid, addressed to Vallexa, ATTN: Legal Dept. with a copy to: 7260 W. Azure Dr, 140-855, Las Vegas, NV 89130 or at such other address hereafter made known to the other party.  All notices to Vallexa Client may be effectuated by e-mail message at any e-mail address previously provided to Vallexa by Vallexa Client.  Vallexa Client shall, at all times, maintain a valid e-mail address to receive system notifications, for billing purposes and other system alerts from Vallexa.  Any notice given as provided in this Agreement shall be deemed to have been given on the date of receipt by the party for which it is intended.  Section headings are for purposes of convenience only and are not intended to affect the meaning or interpretation of this Agreement.  This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of Nevada and United States federal law, to the extent applicable, irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law.  Any suit brought to enforce obligations hereunder shall only be brought in the courts, whether State or Federal, sitting in the County of                 Clark, State of Nevada

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