PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS WEBSITE. The operator of this website, Aivelap (“Aivelap,” “we,” “our” or “us”) offers access to the website Aivelap.com (the “Site”) conditioned on your acceptance without modification of the terms, conditions and notices contained herein (collectively, “Terms”).

For information on how Aivelap collects, uses and shares any personal information, please see the Privacy Policy displayed on the Site.

BY ACCESSING OR USING THE SITE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE.

Modification of These Terms

From time to time, we may change these Terms. When we do, the “Last Updated” line above will be revised. You are responsible for regularly reviewing these Terms. Your continued use of the Site following the posting of changes to the Terms indicates your acceptance of those changes. Unless we provide you with specific notice, no changes to the Terms will apply retroactively.

Engagement

Client, by its execution hereof, engages Aivelap as an independent consultant to perform the services under the Plan selected by the Client for the Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the terms and provisions contained on the signed agreement, are hereinafter referred to collectively as the “Agreement”).

Term

This Agreement shall become effective on the date accepted by Aivelap and shall continue on a month-to-month basis until terminated by either party with at least thirty (30) days prior written notice (the “Term”). This Agreement may be terminated immediately by Aivelap if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Aivelap or otherwise makes it difficult for it to perform the services contracted hereunder, or (iii) Aivelap discovers that Client is utilizing its website for any unlawful purposes.

Client Authorization

The client authorizes Aivelap to (i) access without limitation the Client’s website to analyze its content and structure; (ii) to alter the Client’s website as necessary or desirable in Aivelap’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Aivelap; (iii) upload such pages and content to the Client’s website as Aivelap deems appropriate in its sole discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images, and similar items to create informational pages and for other uses deemed necessary by Aivelap to provide the services subscribed for hereunder; (v) communicate with third parties as Aivelap deems necessary in its sole discretion to perform Aivelap’s services hereunder, including but not limited to Client’s web designer; and (vi) utilize Client’s logos and trademarks on its own website for marketing purposes.

Client Consent to Installation of Telephone Tracking Number

Client consents to the placement of a telephone tracking number on the Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number, per any applicable Federal, State, or Local laws as well as client approval. The client understands that the telephone tracking number will remain on the Client’s website and embedded in the Client’s offsite videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from the Client’s website but will remain on the Client’s off-site videos. The client may request that Client’s off-site videos be removed by Aivelap, but understands that Aivelap will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Client will port the telephone tracking number to Client at no cost to Aivelap. Upon termination of this Agreement, the Client shall have sixty (30) days from the effective date of termination to move its website to another website host. If Client has not, by the end of such thirty (30) day period, moved its website to a new website host, Aivelap shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Aivelap’s server, with no liability to Aivelap for such removal. Also upon the termination of this Agreement, any paid themes and plugins must be removed from the website that were provided by Aivelap. The Client may choose to pay Aivelap for Hosting and Maintenance only.

Client Acknowledgments

Client makes the following acknowledgments: (i) that Aivelap cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Aivelap will not be responsible for any changes to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided hereunder depend upon a number of factors outside of Aivelap’s control, Aivelap cannot guaranty the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Aivelap cannot guaranty that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will sometimes drop listings without specific causes; and (vii) that while Aivelap shall use commercially reasonable diligence to promptly submit and/or attempt to effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.

Force Majeure

Aivelap shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Aivelap’s reasonable control.

Disclaimers of Liability

In addition to any disclaimers of liability found elsewhere in these Terms and Conditions, Aivelap shall not be liable to Client for indirect, special, exemplary or consequential damages, and specifically disclaims any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing, lost profits, whether foreseeable or based on breach of contract or warranty, strict liability or negligence arising under or in connection with this Agreement, notwithstanding the failure of any remedy provided in this Agreement. Aivelap makes no representation or warranty of any kind or nature, whether express or implied, with respect to any products or third party content of, or software, equipment or hardware obtained from, any third parties. Aivelap will not be responsible for results due to any alterations or overwrites made to a website by another party, as Client understands that this can adversely affect the search engine rankings of Client’s website(s), nor for the effect of Client linking to any particular websites without the prior consultation and approval of Aivelap.

Client Representations and Warranties; Indemnity

Client represents and warrants to Aivelap the following: (i) that Client owns the URL listed of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Aivelap the right to use all graphics, photos, designs, intellectual property, and artwork, and any element or elements thereof, that Client furnishes to Aivelap. The client indemnifies and holds harmless Aivelap and its owners, officers, directors, and employees from and against any and all liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs incurred) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.

Governing Law

This Agreement shall be governed by and under the laws of the State without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to this Agreement, including but not limited to the authority to sign this Agreement, contract formation issues, fraud, or the breach of any provision hereof, shall be settled in accordance with State Law.

Miscellaneous

This Agreement may not be assigned by Client without the prior written consent of Aivelap which may be withheld or denied by Aivelap at its sole discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees and costs incurred by it in connection therewith. Any failure by Aivelap to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this Agreement, as well as any terms and conditions located at www.aivelap.com/terms-of-use/, (as may be amended) constitutes the entire agreement between Client and Aivelap with regard to the subject matter hereof. Aivelap reserves the right to update and modify said terms and conditions from time to time, and will take reasonable efforts to notify Client regarding the same. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Aivelap. There are no third-party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.

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