Master Subscription Agreement

1. INTRODUCTION

Ranklocally (“Company”, “We”, “Us”, “Our”, or “Ranklocally) provides the services as they are listed below, to you (“customer”, “you” or “your”).

The use of the services or the services delivered are all governed by this particular master copy of the Subscription Agreement. The terms of any of the Order Form (“Order Form”) is also included in the agreement.
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If you accept the agreement or check any box, it indicates that you are accepting the references of the agreement. It also indicates that you agree to the terms listed in the agreement. Entering into the agreement on behalf of a legal entity, or a company represents that you hold the authority to bind that entity and all its affiliates to the terms and conditions mentioned in the agreement. In such a case, the “customer”, “you” or “your” refers to the entity and also the affiliates. If you, at the time of filling up the form, do not hold the authority, or you are not ready to agree to the terms and conditions, then you should not accept the agreement, and also may not use the services listed.

At our sole discretion, we hold full rights to modify the terms and conditions of this agreement from time to time. Whenever a change is made, we will notify you and also indicate the date when the change was made. Hence, you should check the page regularly to know of all possible changes. To notify us we will also send an email to the email address available with us. You agree that the terms are applicable to you as well after fourteen (14) days of notice. For these fourteen (14) days your continued use of the service will depict that you accept the modifications done to the terms and conditions. Also, you agree that the notice period provided is sufficient and adequate to provide the provision of the revisions done to the agreement.

If you are our direct competitor, you may not access the services, except getting a written consent prior to using the services. Additionally, you also may not access the services only to monitor the availability, functionality or performance.

The agreement was last updated on August 22, 2024. Starting this day, the same is effective between You and Us, and also you accept it as the date of the agreement.

2. SERVICES AND SUPPORT

2.1 The “Services” refer to everything owned by “Us”. It includes pur website, our services and all other services provided by us to you based on the plan you purchase or the ones indicated in the order form. All new features added to the services or augmented to it also come under the terms of this agreement. At intervals, new features added to the services at no additional costs, to all subscribing customers will be offered at no additional costs incurred by anyone. Though, a few additional services made available to our customers will be subject to the payment of additional fees. Ranklocally at its sole discretion hold the rights to decide whether particular services or features will be made available at the payment of additional costs or not.

2.2 Subject to this agreement, the Company will leverage commercially reasonable efforts to provide the services to the customers.

2.3 To register your account with us, you will have to provide a username, password, login credentials, or “admin access” to the social media accounts or any other web-based accounts for us to deliver the services. We do not store, give away or distribute the login credentials or passwords to any third party. Also, no ownerships are claimed on the social media or web-based accounts to which we are given access.

2.4 You agree to the fact and also understand that the payment done by you is for our Company to offer the desired services and generate results. The results are not guaranteed though. The Company doesn’t have any control on the third party platforms like Facebook, Instagram and others, and so cannot avoid the changes these platforms do.

2.5As a part of a few services listed in the order form, we may have ro bring the attention of real users to your Instagram or any other social media account when you want to increase the likes, followers, or comments on your profile. The expected amount of comments, likes or followers are not guaranteed to the customers anyway and at times depends on external factors that are not in the control of the Company. Additionally, understand that the Company cannot always control fake, or bot followers or accounts interacting with the Customer’s account as it is hard to differentiate real Instagram users from fake accounts.

2.6 Subject to the terms listed here, the Company will offer reasonable technical and customer support to you, according to the standard practice of the company.

3. THIRD PARTY SERVICES

3.1 The services may include a few services that are connected to using the third-party services. The third party platforms have a seperate set of terms and conditions, like Facebook or Instagram and they need to be taken care of by the Company too. Know that the use of any third party product is solely governed by the terms and conditions of the third party itself. We do not endorse or hold any responsibility for making representations to the third parties, their content or the way your data is handled by them. Ranklocally is not liable for any loss incurred, alleged, or caused by the connection with the third party products.

3.2 The customer agrees and also understand the fact that the Company is not affiliated to any third party platform or any of its products like Facebook, Instagram, or any other third party partners that may be involved for the services, in any way.

3.3 Some features of the services may require connection with the third-party products. To attain the benefits of such features, the Customer may have to provide some basic information like the login credentials, for the third-party products. After providing the Login credentials to Ranklocally, you allow us to pass the credentials to the third-party products for the service.

4. RESTRICTIONS AND RESPONSIBILITIES

4.1 The customer is expected that you will not directly or indirectly decompile, reverse engineer, disassemble or attempt to discover the source code, the object code or the underlying structure, ideas, know-hows or the algorithms related to the services or any documentation, software or data related to the services. You will also not translate, modify or create derivative works based on the software or any other services (except to the extent authorized in the service or permitted by the Company). You will also not use the service for any time sharing or service bureau purpose or for the benefit of third-party.

4.2 The customer cannot export or remove from the United States or allow export or re-export of services, software or anything related to, or any direct product violating the restrictions, law of regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control or any other United States or foreign agency or authority. As defined in the FAR section 2.101, the software and the documentation are commercial items and according to the DFAR section 252.227-7014 (a) (1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation”. Consistency with the DFAR section 227.7202 and FAR section 12.212 the use, modification, release, reproduction, display, performance or disclosure of the commercial software or the documentation of the commercial software by the US government are all governed by the terms mentioned in this agreement and will be prohibited to the extent that are permitted by the terms in this agreement.

4.3 The customer agrees, warrants or represents that the customer will use the services complying with the standard published policy of the company in effect at the time and the applicable regulations and laws. The customer also agrees to indemnify and hold the company harmless against the damage, liabilities, losses, expenses and settlements (including the attorney’s fees and the without limitation costs) in connection to any action or claim that may occur from the violation from the foregoing or the customer’s use of service. The company is not obliged to monitor the use of the services by the customer, the Company may do so or can also prohibit the use or any service being believed (or suspected to be) in violation of the foregoing.

4.4 The customer shall be held responsible to maintain or obtain any equipment and the ancillary services required to access or connect to the use of the services, including modems, without limitations, server, hardware, software, networking, operating systems, web servers and whatever they like (collectively, “equipment”). The customer will also be responsible for the security of customer account, equipments, passwords (including but not limited to the user passwords and administratives) and files, and for all uses of the customer account or the equipment with or without the consent or knowledge of the customer.

5. CONFIDENTIALITY AND PROPRIETARY RIGHTS

5.1 Each party (“the receiving party”) understands that the other party (“the disclosing party”) has disclosed or will disclose technical, business and financial information relating to the business of the disclosing party, to as the “proprietary information” of the disclosing party. The proprietary information of the company refers to the non-public data that the customer provides to the company to offer the provision of the services. The receiving party on its part agree (i) that all precautions are taken to protect the proprietary information, (ii) not to use (except for the services to perform or otherwise permitted in the agreement) or divulge the proprietary information to any third party. The disclosing party also agrees that the foregoing shall not apply any information after five (5) years of the disclosure or any information being documented by the Receiving Party (a) or is available to the public (b) was in the possession or known by the prior to receipt from the disclosing party, or ( c) was disclosed without any restrictions imposed by the third party, or (d) developed independently without using any proprietary information of the disclosing party, or (e) is being disclosed as per the law.

5.2 The customer owns all rights, interest and title in and to the customer data, or any data based on or obtained from customer data and offered to the customer as a part of the services. The customer will also retain all rights, interest and title in and to the (a) software and services, all modifications, enhancements and also improvements thereto, (b) any software, inventions, applications, or other technology developed in connection to the support and all intellectual property rights related to the foregoing.

5.3 Without accounting to anything contrary, Company has the right to collect and analyze data and other information related to the performance, use and provision of the different aspects of the services and all related systems and technologies (including without limitation, information concerning the customer data and data derived therefrom) and the Company will be free (during and after the term hereof) to (i) leverage the information and data to enhance the services and other diagnostic, development and corrective purposes connected to the services and offerings of the other company, and (ii) disclose the data solely in aggregate or other de-identified form in connection to the business. No licenses or rights are granted except as expressly set forth.

6. PAYMENT OF FEES

6.1 The applicable fees as mentioned in the Order form is paid by the Customer according to the terms therein (the “fees”). If the use of service by the Customer exceeds the capacity of the service set forth on the order form or may otherwise require additional payment of the fees (as per the terms of this agreement). The customer is billed according to the usage of the services and the Customer also agrees to pay the additional fees in the manner provided herein. All rights are reserved by the company to change the fees structure or applicable charges to institute the new fees and charges upon a prior notice of thirty (30) days to the customer (which can be sent to the customer via email). If at any point the customer believes that the Customer has been billed incorrectly, the Customer should contact the company within no later than 60 (sixty) days after the closing of the first billing statement that had the problem or error, to receive a solution in the form of a credit or adjustment. All inquiries regarding the billing should be directed to the company’s customer support department.

6.2 The company may also bill the customer through an Invoice, in which case, the full payment for the invoices issued in the month must be received by the Company within the thirty (30) days of mailing the invoice by the Company. Any unpaid amount is subject to a finance charge of 1.5% per month on the outstanding balance or the maximum period permitted by the law, whichever is lower, in addition to all the expenses of collection of payment and thereafter may result in the termination of services. The customer is also responsible for all the taxes that are associated with the services other than the U.S taxes based on the net income of the company.

7. TERM AND TERMINATION

7.1 This Agreement shall remain effective for the Initial Service Term stated on the Order Form unless terminated earlier as described below. Unless either party gives a termination notice at least thirty (30) days before the current term ends, or as otherwise provided on the Order Form, it will automatically renew for successive periods of the same length as the Initial Service Term (collectively referred to as the “Term”).

7.2 If the other party considerably breaches any terms or conditions of this Agreement, either party may, in addition to other remedies, terminate this Agreement with thirty (30) days’ notice (or without notice in the event of nonpayment). Up until and including the final day of service, the Customer must pay in full for the Services. This Agreement shall remain in force for any parts that are intended to last after termination, which include, without limitation, liability restrictions, accrued payment rights, confidentiality obligations, and warranty disclaimers.

7.3 Within the first thirty (30) days of service, customers who signed up for services with Initial Service Terms longer than one (1) month, as stated on the Order Form, may terminate this Agreement at any time for any reason. To use this option, the Customer must email the Customer Service Representative they were given. In case, the Customer cancels, the Company will reimburse the proportionate amount that is still owed on the Initial Service Term, rounding to the next full month. For instance, ⅔ of the Fees would be reimbursed if the initial service term had been three months.

8. WORK PRODUCT OWNERSHIP

The Company shall be the exclusive owner of any copyrightable designs, ideas, findings, items, or other information (collectively, the “Work Product”) created entirely or in part by the Company with respect to the Services. We will sign any needed documents to confirm or enhance the Company’s sole ownership of the Work Product upon request. Nonetheless, Ranklocally remains entitled to copyright on the completed work in the event that the Company refuses to pay for the services or does not honor the agreed-upon terms of payment.

9. WARRANTY AND DISCLAIMER

The Company intends to keep the Services with the least amount of inaccuracies and disruptions possible by using adequate measures in accordance with industry standards. Services may be momentarily unavailable for scheduled or unplanned emergency maintenance, whether by the Company or by third-party suppliers, as well as for any other reason beyond the Company’s reasonable control. Nonetheless, in the event that there are planned service interruptions, the Company will make the best possible attempt to notify customers in advance via email or letter. The Company provides no guarantees on the availability of the Services or their error-free operation, nor does it make any promises about the results of using the Services. THE SERVICES ARE PROVIDED “AS IS” WITHOUT MORE THAN WHAT IS EXPRESSLY MENTIONED IN THIS SECTION. The Company declines all warranties, express and implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. LIMITATION OF LIABILITY

REGARDLESS OF THE CONTRARY, THE COMPANY AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL SUPPLIERS OF TECHNOLOGY AND EQUIPMENT), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE HELD ACCOUNTABLE OR LIABLE FOR ANY MATTERS PERTAINING TO THIS AGREEMENT OR THE TERMS AND CONDITIONS ASSOCIATED THERETO IN ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ADDITIONAL CONCEPT. (A) FOR ERRORS OR DISRUPTIONS IN USE, LOSS OF DATA, DISCREPANCIES, FRAUD, COSTS ASSOCIATED WITH PROCURING SUBSTITUTE PRODUCTS, SERVICES, OR TECHNOLOGY, OR BUSINESS LOSS; (B) FOR ANY INDIRECT, EXEMPLARY, ACCIDENTAL, SPECIAL, OR CONSEQUENTIAL LOSSES; (C) FOR ANY ISSUES EXCEEDING THE REASONABLE AUTHORITY OF THE COMPANY. OR (D) IN EVERY CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES FOR ANY AMOUNTS THAT, ALONG WITH AMOUNTS CONNECTED WITH EVERY OTHER ASSERT, SURPASS THE CHARGES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT IN THE 12 MONTHS BEFORE THE ACT THAT GAVE RISE TO THE RESPONSIBILITY.

11. MISCELLANEOUS

In the event that any part of this Agreement turns out to be unconstitutional or invalid, it will be changed or removed as little as is required to keep the rest of the Agreement in effect. This Agreement may not be assigned, passed on, or sublicensed by the Customer without the Company’s written permission. The Company can delegate or modify its authority and obligation under this Agreement without requesting permission. This Agreement and the Order Form terminate all prior written and oral agreements, communications, and other understandings pertaining to the subject matter of this Agreement, which together constitute the whole and exclusive understanding between the parties. Unless otherwise specified, any waivers and modifications are required to be submitted in writing and signed by both parties. The Customer does not have any authority to impose obligations on the Company in any capacity, and this Agreement does not form any agency, collaboration, joint venture, or relationship of employment. The party that prevails shall be qualified for compensation for its attorney’s expenses in any action or procedure that asserts its rights under this Agreement. This Agreement’s notices shall be in written form and will be considered to have been properly given when delivered in person; when electronically confirmed upon receipt, if transmitted by fax or email; the day following delivery, if sent by reputable overnight courier service; and upon receipt, if delivered by certified or registered mail, with a request for a return receipt. Without respect to its conflict of laws regulations, the laws of the State of California will regulate this Agreement.