Terms of Use

Welcome to OPromote. OPromote is a software as a Service (SaaS) that provides services related to online marketing including but not limited to search engine optimization ("SEO") management and social media marketing (?SMM?) management (collectively, the "Services"). The Services is available through our web site, located at http://www.opromote.com (the "Site") and is operated by Avake Technology Group, Inc. and its subsidiaries and affiliated legal entities around the world (collectively, "we" or "us" or the "OPromote").

This OPromote Terms of Service Agreement ("Agreement") is a legal agreement between you, either an individual or a single entity or your qualified legal representative ("You"), and OPromote. This document describes the terms and conditions that cover the use of the Services and the Site.

By accessing, using the Service, you agree to follow and be bound by this Agreement. You are only authorized to use the Services if you agree to abide by all applicable laws and the terms of this Agreement.

You acknowledge that all materials provided on Site, including but not limited to information, documents, products, logos, graphics, images, software, and services, are provided either by OPromote or its third party developers, vendors or partners and the underlying intellectual property rights are owned by OPromote and/or its Third Party Providers.

We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to this Agreement on this page and we may send Members an email notifying of the change. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL STOP USING THE SERVICE. YOUR CONTINUED USE OF THE SERVICES FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE OR RECEIVING OUR EMAIL NOTIFYING YOU OF THE CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

2.1 OPromote hereby grants you a non-exclusive, non-transferable right to use the Site and the Services for the term for which you have paid the applicable subscription fees ("License Term"), solely for your own internal business purposes, subject to this Agreement. If any subscription based Services is licensed on a "named user" basis, rights of any user licensed to utilize the Services cannot be shared or used by more than one individual or organization. In addition, a user may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Service.
2.2 The Site includes a combination of content that OPromote creates, that OPromote's partners create, and that OPromote's users create. You may use the content on the Site only for your internal business purposes in connection with the Services and/or your licensed use of OPromote's products. Except for the foregoing, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
2.3 You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site or through the Services ("Your Content"). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content. Your Content will be protected by OPromote with at least the same protective precautions that OPromote takes to protect its similar proprietary information from unauthorized disclosure. OPromote will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable OPromote to perform its obligations hereunder.
2.4 You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by OPromote as described herein, does not violate applicable law or the rights of any third party. You hereby grant OPromote, OPromote's affiliates, and OPromote's partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable right during the License Term to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on the Site and other related Internet sites for your users, (ii) processing Your Content in connection with providing the Services to you, (iii) distributing Your Content, either electronically or via other media, to your users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Site for access by your users. This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
2.5 You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. OPromote has the right, but not the obligation, to remove any content that may, in OPromote's sole discretion, violate this Agreement or that is otherwise objectionable.
2.6 OPromote shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.

OPromote will provide a support telephone number that will be available during the normal business hours and an Internet email address for submitting support requests, maintained by qualified support specialists, as per OPromote's policies.

4.1 The Site may contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites have posted. OPromote has no control over sites that are not ours, and OPromote is not responsible for any use of such sites or content on them. OPromote's inclusion on the Site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.

OPromote and/or its affiliates own all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Your Content), and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services.

6.1 You agree to pay the fees on the terms stated in the Order Schedule for your account. You agree to pay all applicable taxes relating to the Services. Any amount payable by you to OPromote which is past due will be subject to a late payment charge as permitted by law.

7.1 You can cancel your subscription to the Services at any time by giving OPromote a written notice of your intention to terminate the Services, provided, however, that a terminated account will continue to exist till the end of that month of the subscription. Notwithstanding the foregoing, OPromote may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this Agreement if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified. OPromote may terminate any free or trial account or Services at any time in its sole discretion without liability to you. Termination will not relieve you from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.
7.2 Upon termination by OPromote of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, OPromote will have no obligation to refund to you any fees paid by you. The provisions of this section will not apply to those situations defined by law.
7.4 In the event OPromote (or its successor in interest) permanently ceases to operate the Services, OPromote will refund to you any pre-paid subscription fees for the remaining months where you no longer have access to the Services.

8.1 All of the information that OPromote collects from you, such as registration information, is subject to OPromote's privacy policy and applicable privacy laws. Please refer to OPromote?s full privacy policy at www.opromote.com/privacy. This policy is expressly incorporated into and a part of this Agreement.
8.2 The Site is hosted in the United States. If you are visiting from the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you may transfer Your Content to the United States and by providing Your Content to OPromote you represent, warrant, and covenant to OPromote that: (i) you have the authority and right to enter into this Agreement, to grant the rights granted by you under this Agreement, and to perform your obligations under this Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute Your Content to OPromote, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies.

9.1 If OPromote requests registration information from you, you will provide OPromote with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If OPromote issues you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify OPromote of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. OPromote will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
9.2 If OPromote provides you with an administrator user ID and password for accessing the Services, you will assign them to your administrator. You will be responsible, through your administrator, for setting and modifying your and your users' profile and preferences for the Services, authorizing and terminating individual user ID's and passwords and specifying the access rights of those individuals to the Services. The administrator will notify OPromote if the administrator needs to change the administrator's or any user's ID, and the administrator may do so only by contacting OPromote at the email address for technical support specified by OPromote from time to time.
9.3 You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
9.4 The technology and the software underlying the Site and the Services are the property of OPromote and/or OPromote's affiliates and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing, you agree that you will not use the Site to take any of the following actions:

1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;
3. Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, any software or hardware, or telecommunications equipment;
4. Advertise or offer to sell any goods or services for any commercial purpose unless you have OPromote's written consent to do so;
5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;
6. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
7. Interfere with or disrupt OPromote's Site, servers, or networks;
8. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;
9. Impersonate any person or entity, including, but not limited to, any OPromote representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
10. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site;
11. Take any action that imposes an unreasonably or disproportionately large load on OPromote's infrastructure; or
12. Engage in any illegal activities

9.5 If offered as part of the Services, you agree to use OPromote's bulletin board services, chat areas, groups or forums, communities (collectively, the "Forums") only to send and receive messages and material that are proper and related to that particular Forum.
9.6 Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by OPromote for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that OPromote has approved in advance in writing.
9.8 You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
9.9 Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit OPromote's right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site, which may include disclosing Your Content to the applicable authorities.

10.1 You will defend OPromote from any third party claim, and will pay all damages finally awarded against OPromote in such claim or amounts agreed to in settlement, arising out of:

1. Your use of the Site;
2. Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
3. The content, the quality, or the performance of content that you submit to the Site; or
4. Your violation of this Agreement.

11.1 OPromote warrants that during the Term, the Site will conform to the documentation provided by OPromote. In the event the Site does not conform to the documentation, if you promptly notify OPromote, OPromote will modify the Site and/or the documentation so that it conforms. This is your exclusive remedy.
11.2 EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 11.1, THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. OPROMOTE AND ITS AFFILIATES AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER OPROMOTE NOR ITS AFFILIATES, OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPROMOTE AND ITS AFFILIATES AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO OPROMOTE FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
12.3 SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, OPROMOTE'S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that OPromote may bring an action in a court of competent jurisdiction with respect to any dispute affecting OPromote's intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the "Rules") of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Sacramento, California, United States, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or OPromote may seek any interim or preliminary relief from a court of competent jurisdiction in Sacramento, California, necessary to protect the rights or the property of you or OPromote (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

14.1 The Site features trademarks, service marks, and logos that are the property of OPromote and/or its affiliates and partners. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.
14.2 OPromote's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and your right to use the Services may not be assigned by you without the prior written approval of OPromote.
14.3 OPromote may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon OPromote's posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide OPromote with accurate information, OPromote cannot be held liable if OPromote fail to notify you.
14.4 This Agreement, including any applicable Order Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and OPromote and govern your use of the Site and Services, superseding any prior agreements that you may have with OPromote.
14.5 This Agreement will be construed in accordance with the laws of the State of California, excluding its conflicts of law principles, and the federal laws of the United States.
14.6 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.