Terms of Service

Terms of Service for Make Social Digital Marketing and Website Development Agency

Revised Effective Date: December 01, 2024

1. Introduction and Acceptance

Welcome to Make Social (“Company”, “we”, “us”, or “our”). These Terms of Service (“Terms”) govern your use of our digital marketing and website development services (“Services”). By engaging our Services, you (“Client”, “you”, or “your”) agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

2. Services

2.1 Scope of Services

Make Social provides a range of digital marketing and website development services, including but not limited to:

Website design and development
Search engine optimization (SEO)
Social media marketing
Content creation and management
Pay-per-click advertising
Email marketing
Analytics and reporting

The specific services to be provided will be outlined in a separate Statement of Work (SOW) or Project Proposal agreed upon by both parties.

2.2 Service Delivery

We will use reasonable efforts to deliver the Services according to the timeline specified in the SOW. However, you acknowledge that timelines may be subject to change based on various factors, including but not limited to your timely provision of necessary materials and feedback.

2.3 Client Responsibilities

You agree to:

Provide timely and accurate information, content, and materials necessary for the provision of Services
Review and provide feedback on deliverables within agreed-upon timeframes
Obtain any necessary permissions, licenses, or consents for the use of content, trademarks, or other materials you provide to us
Comply with all applicable laws and regulations in connection with your use of the Services

3. Intellectual Property Rights

3.1 Client Materials

You retain all rights, title, and interest in and to any materials, content, trademarks, or other intellectual property you provide to us for use in connection with the Services (“Client Materials”). You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client Materials solely for the purpose of providing the Services.

3.2 Company Materials

We retain all rights, title, and interest in and to any pre-existing materials, tools, methodologies, and intellectual property used or developed by us in connection with the Services (“Company Materials”). Upon full payment of all fees due, we grant you a non-exclusive, non-transferable license to use the Company Materials solely in connection with the deliverables provided under the Services.

3.3 Deliverables

Upon full payment of all fees due, we assign to you all rights, title, and interest in and to the final deliverables created specifically for you as part of the Services, excluding any Company Materials or Third-Party Materials incorporated therein.

4. Fees and Payment

4.1 Service Fees

Fees for our Services will be as specified in the SOW or Project Proposal. Unless otherwise stated, all fees are quoted in USD and are exclusive of any applicable taxes.

4.2 Payment Terms

For website development projects, a 50% non-refundable deposit is required before work begins, with the remaining 50% due upon completion and prior to the website going live. For ongoing digital marketing services, payment terms will be specified in the SOW.

4.3 Late Payments

Any payments not made within 30 days of the invoice date will accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.4 Expenses

You agree to reimburse us for any pre-approved out-of-pocket expenses incurred in connection with the provision of Services.

5. Term and Termination

5.1 Term

The initial term of this agreement shall be as specified in the SOW. For ongoing services, the agreement will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.

5.2 Termination for Convenience

Either party may terminate this agreement for convenience upon 30 days’ written notice to the other party.

5.3 Termination for Cause

Either party may terminate this agreement immediately upon written notice if the other party:

Materially breaches this agreement and fails to cure such breach within 15 days of receiving written notice
Becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course

5.4 Effect of Termination

Upon termination of this agreement:

You shall pay all outstanding fees for Services rendered up to the date of termination
We shall deliver to you all completed work and work-in-progress
Each party shall return or destroy all confidential information of the other party

6. Confidentiality

6.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other in connection with the Services, including but not limited to business plans, financial information, technical data, and marketing strategies.

6.2 Obligations

Each party agrees to:

Keep confidential and not disclose the other party’s Confidential Information to any third party
Use the Confidential Information solely for the purpose of performing its obligations under this agreement
Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information

6.3 Exceptions

The obligations of confidentiality do not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Is independently developed by the receiving party without use of the disclosing party’s Confidential Information
Is rightfully obtained from a third party without restriction on use or disclosure
Is required to be disclosed by law or court order, provided the receiving party gives the disclosing party prompt written notice and cooperates in seeking a protective order

7. Representations and Warranties

7.1 Mutual Representations

Each party represents and warrants that:

It has the full power and authority to enter into this agreement and perform its obligations hereunder
Its performance under this agreement will not violate any applicable law or regulation or any agreement to which it is a party

7.2 Company Warranties

We warrant that:

The Services will be performed in a professional and workmanlike manner consistent with industry standards
To the best of our knowledge, the deliverables provided under the Services will not infringe any third-party intellectual property rights

7.3 Client Warranties

You warrant that:

You have all necessary rights, permissions, and consents to provide the Client Materials to us for use in connection with the Services
The Client Materials do not infringe any third-party intellectual property rights or violate any applicable laws or regulations

8. Limitation of Liability

8.1 Exclusion of Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, arising out of or related to this agreement, even if advised of the possibility of such damages.

8.2 Limitation of Liability

The aggregate liability of Make Social for any claims arising out of or related to this agreement shall not exceed the total amount paid by you for the Services giving rise to the claim in the 12 months preceding the event giving rise to liability.

8.3 Exceptions

The limitations in this section shall not apply to:

Either party’s indemnification obligations
Breaches of confidentiality
Violations of intellectual property rights
Gross negligence or willful misconduct

9. Indemnification

9.1 Company Indemnification

We will indemnify, defend, and hold you harmless from and against any third-party claims, actions, or proceedings alleging that the deliverables provided under the Services infringe any third-party intellectual property rights.

9.2 Client Indemnification

You will indemnify, defend, and hold us harmless from and against any third-party claims, actions, or proceedings arising out of or related to:

Your use of the Services in violation of this agreement or applicable law
The Client Materials infringing any third-party intellectual property rights or violating any applicable laws or regulations

9.3 Indemnification Procedure

The indemnified party shall:

Promptly notify the indemnifying party in writing of any claim subject to indemnification
Give the indemnifying party sole control over the defense and settlement of the claim
Provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense

10. Ownership and Use of Work Product

10.1 Work Product

“Work Product” means all deliverables, designs, code, content, and other materials created by us specifically for you as part of the Services.

10.2 Ownership

Upon full payment of all fees due, we assign to you all rights, title, and interest in and to the Work Product, excluding any Company Materials or Third-Party Materials incorporated therein.

10.3 License to Company Materials

We grant you a non-exclusive, non-transferable, worldwide license to use any Company Materials incorporated into the Work Product solely in connection with your use of the Work Product.

10.4 Third-Party Materials

Any third-party materials incorporated into the Work Product shall be subject to the terms of the applicable third-party licenses.

11. Modifications and Maintenance

11.1 Website Modifications

After the initial website development is complete, any modifications or updates requested by you may be subject to additional fees. We will provide a quote for such work before proceeding.

11.2 Ongoing Maintenance

If ongoing website maintenance is included in your Services, the scope and frequency of such maintenance will be specified in the SOW. Any maintenance or support services beyond the agreed-upon scope may be subject to additional fees.

12. Hosting and Domain Names

12.1 Hosting Services

If we provide hosting services for your website, such services will be subject to our separate Hosting Terms and Conditions.

12.2 Domain Names

If we assist in registering or managing domain names on your behalf, you acknowledge that:

We act as your agent in registering the domain name
You are responsible for all fees associated with domain registration and renewal
You are the legal owner of the domain name and are responsible for complying with all applicable registry policies

13. Data Protection and Privacy

13.1 Data Processing

In providing the Services, we may process personal data on your behalf. Such processing shall be governed by our Data Processing Agreement, which is incorporated by reference into these Terms.

13.2 Privacy Policy

Our collection and use of personal data in connection with the Services is governed by our Privacy Policy, which is available on our website.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15. Dispute Resolution

15.1 Informal Resolution

In the event of any dispute arising out of or related to this agreement, the parties agree to first attempt to resolve the dispute informally through good-faith negotiations.

15.2 Mediation

If the parties are unable to resolve the dispute through informal negotiations, they agree to submit the dispute to mediation before a mutually agreed-upon mediator.

15.3 Arbitration

If mediation is unsuccessful, any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration administered by an reputed Arbitration Organization in accordance with its Commercial Arbitration Rules.

16. Governing Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction of the courts located in Jalpaiguri, West Bengal, India for any legal action arising out of or relating to this agreement.

17. Miscellaneous

17.1 Entire Agreement

This agreement, together with any SOWs or Project Proposals, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications.

17.2 Amendments

This agreement may only be modified by a written instrument signed by both parties.

17.3 Assignment

Neither party may assign this agreement without the prior written consent of the other party, except that either party may assign this agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.4 Severability

If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.5 Waiver

The failure of either party to enforce any right or provision of this agreement shall not be deemed a waiver of such right or provision.

17.6 Notices

All notices under this agreement shall be in writing and shall be deemed given upon personal delivery, electronic mail (with confirmation of receipt), or three days after being sent by certified mail, return receipt requested, to the address specified by the receiving party.

17.7 Survival

The provisions of this agreement that by their nature should survive termination or expiration of this agreement shall survive, including but not limited to Sections 3 (Intellectual Property Rights), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Limitation of Liability), 9 (Indemnification), and 16 (Governing Law and Jurisdiction).

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.