General Terms & Conditions

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General Terms and Conditions

Payment. Avanti Interactive charges and collects in advance for use of its services. Any monthly service fees will be collected at the beginning of each month. Avanti Interactive fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties. Service may be interrupted on accounts that reach 10 days past due. Client agrees to provide Avanti Interactive with complete and accurate billing and contact information. This information includes Client’s legal company name, street address, email address, federal tax identification number, name and telephone number of an authorized billing contact and License Administrator. Client agrees to update this information within 30 days of any change to it. Client will be billed in U.S. dollars and subject to U.S. payment terms.

Late or Nonpayment. If Client does not pay the invoice within 30 days of issuance Client agrees to pay interest of 2% per month (24% annually) on any amounts overdue. Any account and associated Services that are more than 60 days overdue will be suspended or canceled. And the account will be turned over to an outside collection agency for collection.

Reports. Avanti Interactive will use commercially reasonable efforts to provide Client with status updates for Services performed.

Compliance. From time to time, service and internet infrastructure providers, social media networks, applications providers and other companies make changes to website policies and procedures that may impede Avanti Interactive’s work and updates as described in this agreement. Governments and other regulatory institutions enact laws and levy taxes and tariffs affecting the Internet, and Internet electronic commerce, including The Americans with Disabilities Act (ADA) Guidelines, Web Content Accessibility Guidelines (WCAG) and other laws, and requirements. Client agrees that they are solely responsible for complying with such laws, and requirements, taxes, and tariffs, and will hold harmless, protect, and defend Avanti Interactive and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of its use of the Internet and Internet electronic commerce. Avanti Interactive does not warrant that any of the uploads, updates, comments, blog posts, or changes to Client’s social media properties, websites or services will meet Client's requirements or that the operation of the web pages, applications or other digital media will be uninterrupted or error-free. The entire risk as to the quality and performance of the services provided as described herein is with the Client. In no event will Avanti Interactive be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to access these web pages or websites, even if Avanti Interactive has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Client and Third Party Site Modifications. Avanti Interactive is not responsible for any changes made to social media networks, blogs, or Client’s websites by any third party, an unauthorized agent of Avanti Interactive or an authorized agent of Client. If Client or an agent other than Avanti Interactive attempts to or does in fact update Client's social media pages webpages or widgets provided by Avanti Interactive, Avanti Interactive shall not be responsible for any consequences of such changes. Further, if it is necessary for Avanti Interactive to repair or reconfigure any social media pages, webpages, or widgets, Client will be assessed at the hourly rate of $250.00 for such repairs.

Unauthorized Use and Program Licenses. Client will indemnify Avanti Interactive against all claims and expenses arising from uses for which Client does not have rights to or authority to use. Client will be responsible for payment of any special licensing or royalty fees resulting from any and all uses that require such payments.

Warranties and Representations of Client. Client represents and warrants that (A) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; and (B) the entering into and performance of this Agreement by Client does not violate, conflict with, or result in a material default under any other contract or agreement to which Client is a party, or by which it is bound. Client confirms and warrants that Client is the sole provider of Client's goods or services, that Avanti Interactive is not Client's selling agent, distributor, marketer or other affiliate. Client confirms and warrants that Client shall not offer or sell any goods or services that are illegal in light of the purchaser's age, jurisdiction or other circumstance, that infringe any rights of others, or that are defective. Client hereby indemnifies Avanti Interactive, holds it harmless, and agrees to defend Avanti Interactive against any liability which may arise from Client's provision of any goods or services through Client’s website or otherwise Client expressly agrees that it will hold Avanti Interactive harmless for all liability caused by Client’s use of Avanti Interactive’s services or products to the extent such use infringes upon the rights of others. Additionally, Avanti Interactive shall not be held liable for any information posted by Avanti Interactive on any Advertising Networks, Social Media websites, Client’s websites or other websites, blogs, comments, etc., on behalf of Client. Client expressly agrees that it shall indemnify Avanti Interactive for any and all claims, liabilities, damages, losses and/or expenses arising out of any information posted by Avanti Interactive on advertising networks, social media websites, Client’s websites, blogs, comments, or mobile devices related to Client. AVANTI INTERACTIVE AND ITS AFFILIATES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, RELIABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. AVANTI INTERACTIVE AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AVANTI INTERACTIVE AND ITS AFFILIATES. AVANTI INTERACTIVE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS INCLUDING THOSE UNDER THE CONTROL OF FACEBOOK, FACEBOOK’S PARTNERS OR THIRD PARTIES. AVANTI INTERACTIVE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Liability regarding the GDPR. Avanti Interactive is not responsible for the Client's compliance with the obligations under the European Union's General Data Protection Regulation (GDPR). It is the Client's responsibility to ensure that their practices and operations comply with the GDPR and any other applicable data protection legislation.

Indemnification and Hold Harmless. Each party shall indemnify and hold harmless the other party, its respective shareholders, managers, directors, officers, employees (acting in the course of their employment) and agents for that portion of any loss, liability, damage, expense, settlement, cost or obligation (including reasonable attorneys’ fees) which was caused solely and directly by such party’s willful misconduct, criminal conduct, breach of this Agreement, fraud or breach of fiduciary responsibility related to or arising out of the Services provided under this Agreement.

Conditions of Indemnification. The parties hereunder shall have a right to be indemnified and held harmless herein provided that the party seeking such indemnification (A) notifies the party from whom indemnification is sought of such action, claim or proceeding; (B) does not have attributed to it in regard to such claims, damages, losses or expenses any negligent act or omission, nor its parents, affiliates, subsidiaries, contractors, subcontractors or agents; (C) provides the party from whom indemnification is sought with all information reasonably accessible to it for such party to defend that action, claim or proceeding; and (D) cooperates with the party from whom indemnification is sought in regard to its defense or settlement of the action, claim or proceeding. The party seeking such indemnification shall have the right, at its own expense, to participate in the defense of any action, claim or proceeding for which it is indemnified and which has been assumed by this obligation or indemnity hereunder; however, it shall have no right to control the defense, consent to judgment, or agree to settle any such action, claim or proceeding without the prior written consent of the party from whom such indemnification is sought.

Limitation of Liability. Except with regard to their respective indemnification obligations under section above, in no event shall either party be liable to the other party under contract, negligence, strict liability or other legal theory for (a) any special, indirect or consequential damages arising out of or related to the subject matter of this agreement, even if such party has been advised of the possibility of such damages, (b) any amount in aggregate of the revenue received by avanti interactive in the 12 months prior to the date on which the cause of action arose or (c) any cost of procurement of substitute goods or services.

Term and Termination. This Agreement shall begin on the Effective Date and shall continue until the project is concluded as per the terms of the Contrato.

Not Liable for Delays or Defaults. Avanti Interactive shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of Avanti Interactive are due to: Acts of God or of a public enemy; Acts of the United States or any state or political subdivision thereof; Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes; embargoes, epidemics or quarantine restrictions; Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind; Delays of supplier or delay of transportation for any reason; Causes beyond the control of Avanti Interactive in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials.

Notices: All notices, required to be given hereunder shall be in writing and shall be delivered personally, electronically, or by express, certified or registered mail to the respective addresses of the parties hereto set forth elsewhere in this Agreement or at such other addresses as may be designated by written notice. Delivery of any notice shall be deemed conclusively made (i) if personally delivered at the time of delivery, (ii) if delivered by transmittal over electronic or telephonic transmitting devices (such as telex or telecopy) to the addressee’s telecopy or telex number, at the time of transmittal provided that the party to whom the notice is delivered has a compatible device, (iii) if delivered by any private overnight express mail service, twenty-four (24) hours after deposit with such service (this period shall be seventy-two (72) hours if addressed to or from a party outside the United States), (iv) if mailed, properly addressed and postage prepaid, three (3) business days from the date of mailing, seven (7) business days if mailed to or from a party outside of the United States, (v) if mailed, properly addressed and postage prepaid, three (3) business days from the date of mailing, seven (7) business days if mailed to or from a country other than the United States.

Entire Agreement. This Agreement (including exhibits, schedules, attachments or any addendum) constitutes the entire agreement between the parties and as of the effective date hereof supersedes all other agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof. The signature of both parties shall evidence acceptance of these terms.

Choice of Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California (exclusive of conflicts of law principles). Courts within the State of California shall have jurisdiction over any and all disputes between the parties, whether in law or equity. Venue in any such dispute whether in federal or state court shall be in Los Angeles County, California.

Miscellaneous. This Agreement may not be modified except in a writing signed by all of the Parties. If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal by an arbitrator or court, the remaining provisions shall remain valid and enforceable. Any failure to enforce any provision(s) of this Agreement by a Party shall not constitute or be construed as a waiver of such provision(s) or of the right to enforce such provision(s) by such Party. No waiver by either Party of any condition or provision of this Agreement shall be considered a waiver of any other condition or provision of this Agreement or of the same condition or provision at another time. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. A signature by facsimile transmittal shall be accepted and considered as an original signature. Captions contained in this Agreement are for reference purposes only, and are not intended by either party to describe, interpret, define, broaden or limit the scope, extent or intent of the Agreement or any of its provisions.

Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to foregoing terms and conditions. Each signatory is authorized to enter into this Agreement on behalf of its respective party.