These Terms and Conditions (the “Terms”) apply to SOMINDER (“Company”, “we”, “our”, or “us”), our website located at https://sominder.com/ (“Site”) and any Service that is offered on the Site, through SOMINDER which is our Digital Marketing Website. Our website is operated and owned by Singh Enterprises OÜ having a registered office at Hobujaama 4, 10151 Tallinn, Estonia.

By accessing, browsing or using this Site, you acknowledge that you have read, understood and agreed to be bound by these Terms and Conditions (these “Terms”). If you do not agree to these Terms, you should not use or access this Site. SOMINDER reserves the right to revise these Terms at any time by updating this posting. You are encouraged to review these Terms each time you use the Site because your use of the Site after the posting of changes will constitute your acceptance of the changes. We grant you a personal, limited, non-transferable non-exclusive, license to access and use the Site. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Site and to change, suspend or discontinue any aspect of the Site and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. Your continued use of the Site will constitute your acceptance of any such changes.

You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.

These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or in the course of dealings between the Company and the Client.

These Terms and the Order may only be varied by express written agreement between the Company and the Client.

1. THE CONTRACT

1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
2. The Order shall only be deemed to be accepted when the Client issues a written acceptance of the Order and transfers the payment within first seven (7) days to the Company, at which point the Contract shall come into existence.
3. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.
4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s brochures, website or advertisements are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.
5. A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 7 Days from its date of issue.

2. COMPANY OBLIGATIONS AND WARRANTIES

1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
2. The Company shall use all reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.  The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4. The Company shall be entitled to use a Group Company, subcontractors or other third party services for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself. 

3. CLIENT’S OBLIGATIONS AND INDEMNITIES

1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) profile copy, target website readerships and graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.
3. The Client shall be obliged to inform the Company immediately of changes of domain names, websites, passwords, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
4. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
5. The Company require that prior notice be given for any alterations relating to the Client’s social media profile(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s profile(s) then performance and brand integrity may be affected and the Company cannot be held responsible.

4. PAYMENT

The price for each Service provided to the Client is decided individually and shall be agreed via email. The Company shall invoice for services monthly or annually in advance of services being delivered. Where the order is placed via Paypal or with a Credit Card, payment shall automatically be taken on the date of each subscription renewal.

The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

5. CANCELLATION POLICY / REFUNDS

It is to be noted by the Client that minimum 24 hours notice of cancellation is required. Notification for instance, in person, via email, mobile phone, text message and/or fax or any other means will be accepted subject to confirmation in writing.

Both the Client and the Company have the right to terminate any Services Agreement for any reason, including the ending of services that are already underway. No refunds shall be offered if a Client cancels the Service at any time.

6. SUBSCRIPTION AND PURCHASES

Your Sominder services begin at the moment of your first payment to Sominder. By purchasing or subscribing to Sominder’s services, you grant Sominder the rights to (1) create, access and manage profiles, applications or websites in your name using Sominder content, Your content, Third Party Content, and publicly available information; (2) post, at Sominder’s discretion, Content to the above-mentioned profiles, applications, or websites in your name, including but not limited to content that mentions, discusses or promotes third parties; (3) access, collect, read, analyze, and otherwise use on your behalf the information available on the above-mentioned profiles, applications, or websites.

All Social Media Packages are provided on a monthly or annual subscription basis and the Client acknowledges that subscriptions will be automatically renewed by the Company at the end of each term to avoid any interruption to service. The Client may terminate its subscription to the Services in writing giving no less than 10 business days’ notice of the termination. 

7. PROHIBITED USES

In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

8. LIABILITY

Except as expressly stated in this Clause, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

Without prejudice to the generality of this Clause above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

1. a) Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;
2. b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
3. c) Loss of data; Loss of search engine rankings; Loss of website traffic; Loss of followers; Loss of access to social media profiles

To the extent such liability is not excluded by these sub-clauses, the Company’s total liability (whether in contract, tort (including negligence or otherwise) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

9. LIMITATIONS OF LIABILITY

1. The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, content, links, technical setup etc. and affecting the Services delivered by the Company.
3. The Company shall use all reasonable endeavors to deliver Services relating to social media marketing, content sharing, blogging and user engagement in accordance with the guidelines applicable to the relevant websites and social media platforms. However, the Company shall not be liable for delays or deteriorating performance due to changes made to standard terms, algorithms, account functionality, account availability, search results, viewing policy, prices or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media platforms’ services or third party services.
4. The Company shall not be liable for Services lead to a certain volume of traffic, number of clicks, likes, follows, registrations, purchases or the like.
5. The Company shall not be responsible for profiles or their content streams dropped or excluded by a search engine or social media site for any reason.
6. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

10. WEBSITE CONTENT, INTELLECTUAL PROPERTY

The design of this Website, the Website as a whole, and all materials that are part of and content contained on the Website, including photographic images (collectively “Content”) are copyrights, trademarks, trade dress and other intellectual properties owned, controlled or licensed solely by SOMINDER and are the property of SOMINDER. You may store, print and display the Content supplied solely for your own personal, non-commercial use. No right, title or interest in any Content is granted or transferred to you as a result of any such copying or use. Except as noted above, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, any of the Content on the Website. Any use of the Content without SOMINDER’s express written consent is strictly prohibited.

11. CONFIDENTIALITY AND PERSONAL DATA

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

During the term of the Contract and for a period ending 2 years from the date of its conclusion, the Company shall take the same care as the Company uses with its own confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.

12. TERMINATION AND ASSIGNMENT

Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

1. a) commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that  party being notified in writing of the breach; or
2. b) becomes or is insolvent or is unable to pay its debts;

The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms.

Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay and the Client shall cease to use any content, subscriptions, processes or codes provided during the provision of the service. If the Client fails to do so, the Company shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services without such invoicing amounting to a waiver of the Company’s right to terminate the Contract.

The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract and these Terms without the prior written consent of the Company.

The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

13. LINKS TO THIRD PARTY WEBSITES

The Sites may contain links to websites and other resources operated by third parties other than SOMINDER. Such links are provided solely as a convenience to you. SOMINDER does not control such websites, and is not responsible for the content, products, services or information offered by any third parties. Unless otherwise specified, the inclusion of links to such websites on the Sites does not imply any endorsement of any website or the content, products or services offered, advertised, endorsed or promoted by any third party, or of any company or person. If you decide to access any third party websites or acquire any third party products or services, you do so entirely at your own risk, and you may be subject to the terms and conditions and the privacy policies imposed by such third parties.

14. INDEMNIFICATION

By using the Services, you agree to indemnify, hold harmless, and defend SOMINDER, and its affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives, and affiliates (collectively, the “SOMINDER Indemnitees”) from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use, misuse or access to the Services including any data or content transmitted or received by you; (ii) a dispute with a User; (iii) your breach of any terms of these Terms, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any applicable law, rule or regulation or the rights of a third party; (v) your User Content; (vi) your willful misconduct, or (vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code. You agree to cooperate as fully as reasonably required in the defense of any claim. SOMINDER reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the SOMINDER Indemnitees.

15. FORCE MAJEURE

Neither party shall be held liable for a Force Majeure Event. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.

16. ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.  These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions). Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.

17. SEVERABILITY

In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.

18. GOVERNING LAW

The law applicable to the interpretation and construction of these Terms and Conditions and any transaction (including purchases made on this Website) using or related to the Website, shall be the laws of Republic of Estonia, without regard to principles of conflict of laws. You agree that all matters relating to your access to or use of the Website, including all disputes, will be governed by the laws of the United States and by the laws of Republic of Estonia. All proceedings relating to the Website, these Terms and Conditions, or any transaction, including the sale of any products, using this Website, shall be brought only in District courts of Tallin and you and SOMINDER do hereby consent to the jurisdiction and venue of such courts.

19. MISCELLANEOUS

If any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms and Conditions will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. Any headings or titles are for convenience only. The official language of these Terms and Conditions exclusively shall be English. All communications and agreements between SOMINDER and you and any proceedings in connection with these Terms and Conditions and/or your use of the site exclusively shall be made in English. SOMINDER and you waive any rights we each may have under any other law to have these Terms and Conditions written in another language. Any translation of these Terms and Conditions will be for convenience only.

20. CONTACT INFORMATION

For any questions or concerns about your use of our Services, please email us at hello@sominder.com.