This Terms & Conditions Agreement (the “Agreement”) between CMOspot, LLC (“CMOspot”, “we”, or “us”) and you governs your access and use of our web platform available at www.cmospot.com (the “Website”) and the services we provide (the “Services”). By using this Website and accessing our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
This Website is controlled and operated by us from our offices within the United States. We make no representation that materials on the Website are appropriate or available for use in other locations. Access to the Website from territories where its contents are illegal is prohibited. Users accessing this Website from outside the United States are responsible for compliance with all applicable laws.
We may update this Agreement from time to time. By continuing to use the Website and Services after an update, you accept the update in its entirety. All updates are effective upon posting.
Our privacy policy, available at https://cmospot.com/privacy-policy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Website, you accept the Privacy Policy, which is incorporated into this Agreement by reference. If you object to your personal information being used as described, please leave this Website immediately.
Unless otherwise indicated, the Website and all associated content—including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”)—as well as the trademarks, service marks, and logos contained within (the “Marks”) are owned and controlled by CMOspot. These materials are protected by copyright, trademark, and other applicable intellectual property laws.
The Content and Marks are provided “As-Is” for informational and personal use only. No part of the Website, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for commercial purposes without CMOspot’s prior written permission.
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by CMOspot on behalf of the Client. Further, Client agrees to refrain from the following: make any unauthorized use of the Website; retrieve data or content for the purposes of creating or compiling a database or directory; circumvent, disable, or otherwise interfere with security-related features on the Website; engage in unauthorized framing or linking of the Website; use the Website in an effort to compete with CMOspot; delete the copyright or other rights notice from any Content; copy or adapt the Website’s software; disparage, tarnish or otherwise harm CMOspot; use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.
We may terminate your account without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) violate our core values; or (iv) are abusing our services or team in any way, including using our services for illegal purpose.
“Deliverables” means content that we develop and provide specifically for you based on your requests. Deliverables do not include Licensed Content, which is subject to certain license restrictions.
“Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the license described in Section 5 below. No rights are granted to you to any Licensed Content other than as expressly set forth herein.
Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.
Use of our Services requires payment of agreed upon fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified, as updated (prospectively, not retroactively) by you from time to time. All fees are due upon receipt of invoice. Failure of CMOspot to provide an invoice does not relieve you of your obligation to pay the fees in accordance with the terms specified. Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate our services in the event you fail to pay amounts owed to us when due. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.
You may cancel our Services at any time by contacting our team. You must provide us with 60-days notice prior to canceling, or pay the cancellation fee. We do not provide refunds or credits for partial months of service, downgrades, or unused time.
All design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause CMOspot to become the owner of a Project, in whole or in part, rather than Client, CMOspot irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to CMOspot as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. CMOspot always reserves the right to share the Client’s design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use as incorporated in a Deliverable. Except as expressly provided in the license terms associated with the Licensed Content, all Licensed Content is provided and licensed only for a single use as incorporated into a Deliverable. You may broadcast, display, distribute or reproduce that Deliverable that includes the single use Licensed Content but only as part of that Deliverable. If you want to use the Licensed Content for another project, end product or different use, you must purchase another license. In no event shall you use the Licensed Content on a stand-alone basis. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available to you. To the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock or Envato, you agree to comply with the relevant third-party license.
For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representatives and agents who are involved in providing Services to you. We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representatives and agents.
During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose our Confidential Information. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.
Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.
The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.
This Agreement will expire and terminate upon the expiration or termination of your contract or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your contract or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service.
CMOspot reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. CMOspot reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE WEBSITE AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DELIVERABLES AND LICENSED CONTENT) ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.
WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS ($100.00), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES, ANY DELIVERABLES OR LICENSED CONTENT, INCLUDING BUT NOT LIMITED TO VIOLATION OF ANY THIRD PARTY LICENSE TERMS. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials from this Website by submitting written notification to our agent designated below.
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (1) your physical or electronic signature; (2) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Website, a representative list of such works; (3) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (4) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (5) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (6) a statement that the information in the written notice is accurate; and (7) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated agent to receive DMCA Notices is:
Managing Member
CMOspot, LLC
tessa@cmospot.com
We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials from this Website by submitting written notification to our agent designated below.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles.
If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
For any questions regarding the Website, please contact CMOspot at: privacy@cmospot.com.
