Terms of service
Last Modified: October 24th, 2024
● We merged language about billing, billable time, payment methods, and related policies into the
Fees & Payments section.
● We updated “Google Ads, Meta Ads” section to add clarity on charges and fees and the removal of
ad campaigns, landing pages, and other intellectual property if you stop working with us
Applicability
These Terms of Service (the “Agreement”) apply to users of our Website (the “Website”) who have created
an account on the Website and who receive Services (as defined below) from Us (“AssetLab”) through the
use of a client portal reached by clicking on the “Sign In” button on the Website (the “Portal”).
Acceptance of the Terms of Service
These Terms of Service are entered into by and between you and KShift Inc (Doing Business As Balloon
Suite) (“Company",“we” or “us ”). The following terms and conditions, together with any documents they
expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of
the Services, including any content offered on or through the Portal, if part of such Services.
Please read these Terms of Service carefully before you start to use the Portal or to receive or make use of
any Services. By creating an account on the Website, or using the Services, you accept and agree to be
bound and abide by these Terms of Service. Each time you access or use the Website, you are also subject to
and agreeing to be bound by the Terms of Use posted thereon. If a conflict arises between the Terms of Use
or Privacy Policy posted to the Website and the terms of this Agreement, the terms of this Agreement shall
control.
Changes to the Terms of Service
We may revise and update these Terms of Service from time to time at our sole discretion. All changes are
effective immediately when we post them.
Your continued use of the Portal or receipt of Services following the posting of revised Terms of Service
means that you accept and agree to the changes. You are expected to check this page from time to time so
you are aware of any changes, as they are binding on you. We will typically notify you of changes to terms of
service via the Portal but we are not required to do so.
Services
After creating an account on the Website, you will be provided with access to the Portal, where you may (i)
create a personalized website for yourself (the “Balloon Suite Site”), (ii) select what third party analytical
tools you wish to use on your Balloon Suite Site, (iii) make use of certain available marketing,
communications and fan outreach tools available to you on the Balloon Suite Site, (iv) select additional
features available on the Balloon Suite Site, and/or (v) add products and services you wish to offer for sale
on your Balloon Suite Site. The Balloon Suite Site capabilities and functionality are described at our
Website (the “Documentation”).
The offering to you of the Portal, the hosting of the Balloon Suite Site (or causing the Balloon Suite Site to
be hosted) to make it accessible to your invitees to your Balloon Suite Site, and providing the ancillary
back-end services and support required to maintain the Balloon Suite Site in operation pursuant to the
terms of this Agreement shall be referred to herein as the “Services”
.
You will have the ability to select a password to log onto the Portal, which will give you access to the tools to
manage your Balloon Suite Site. You will use a secure, unique password for your account. You are
responsible for any activity that occurs through the use of your login credentials. If you become aware of or
suspect that your user credentials have been compromised, lost or stolen, you must inform us immediately
so that we may issue you replacement credentials.
The Services, including the features, content and look and feel of your Balloon Suite Site website, may
change from time to time at our discretion. Your continued use of the Services, including the Balloon Suite
Site, after such a change constitutes your acceptance to such modifications. If you have already chosen a
particular look and feel of your Balloon Suite Site (a “T emplate”) when such changes occur, we may allow
you to continue using that template after we discontinue its use by other, but we may also terminate your
use in our discretion and at our option (in which case you will have to select a new template to continue
making the Balloon Suite Site available to your invitees).
We will provide the Services to you throughout the Term (as defined below) of this Agreement only.
Your Content
You are responsible for Your Content, including for uploading it to your Balloon Suite Site. You are also
responsible for ensuring that Your Content is legally obtained. “Your Content” means all data and information which You upload or direct us to upload to the Balloon Suite Site, including: (i) contact information of your Balloon Suite Site invitees and all associated information about such persons; (ii) your files, such as your web pages, images, music, recordings, and videos; (iii) information about you and your products or services; (iv) your calendar information as maintained on the Balloon Suite Site; (v) your newsletters prepared on and sent through the use of the Balloon Suite Site; (vi) your emails to and from invitees to your Balloon Suite Site which are sent or received on the Balloon Suite Site; (vii) information about your products sold using the Balloon Suite Site e-commerce operations (but please see section “E-commerce on Balloon Suite” below for additional information on e-commerce functionality); (viii) your trademarks and service marks, (ix) information about your activities on social media linked to or visiblefrom the Balloon Suite Site, and (x) the visual design of your website and any Content on your website (including when you direct us to create, use, or re-use a visual design).
We do not control or actively monitor Your Content. However we reserve the right at all times to remove or
refuse to distribute any of Your Content which breaches our policies, and to terminate your rights to use
the Services. We also reserve the right to access, read, preserve, and disclose any information as we
reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental
request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect,
prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v)
protect the rights, property or safety of users and the public.
Additional Features
You may have the ability to engage partners through Balloon Suite and have those partners serve ads to
your target audience, and to have them provide certain search engine optimization and search engine
marketing tools. Balloon Suite Site also may allow you to select from several website analytics services,
should you wish to use them. If you use any of these third party tools or services, you hereby represent that
such activities are undertaken at your own risk. These third party tools and services are provided as a
convenience only, and it is your responsibility to understand when, where or how their use is appropriate
and legal.
You have the ability to post legal terms and conditions, and to post privacy notices or policies, on your
Balloon Suite Site website. It would be advisable for you to engage legal counsel to advise you on whether
you should post such notices or terms, and what information and disclosures such terms or policies/notices
should contain.
You may be able to integrate some features of your Balloon Suite Site with social media, such as Facebook
and Instagram. When doing so you acknowledge and agree that the terms of use or service of those social
media sites apply to such integrations and to any information you send or receive from such sites. Please
review those terms carefully before installing any such features or integrating any data between the
Balloon Suite Site and those sites. We are not responsible for your use of these social media integrations or
any data that you share with such third party platforms. You acknowledge and agree that you use the social
media integration tools at your own risk, and you release us from all liability arising from your use of such
sites.
You may be able to activate an Accessibility add-on to your service which assists with making your website
more usable to more people. You use this Accessibility add-on at your own risk. There is absolutely no
warranty or commitment or representation as to compliance with any law or regulation related to usability
by any group or person. It is your responsibility to understand laws and regulations related to usability and
accessibility in your jurisdiction and to assure that your website and public business presence meets any
requirements.
Compliance with Laws
We agree to comply with all applicable United States laws in our performance of the Services. We also
agree to comply with the requirements of the Payment Card Industry Data Security Standard (“PCI
Requirements”), as applicable to us, which is designed to protect credit card information from unauthorized
disclosure, theft or loss. For the protection of your Balloon Suite Site service those making purchases on the
website, we will contractually obligate all payment processors we have control over to process credit card
transactions on your behalf to also be compliant with PCI Requirements.
You agree that you will comply with all applicable laws in your use of Balloon Suite Site, and in your
interactions with visitors to your Balloon Suite Site website, including providing all required notices (e.g.,
posting a privacy policy which informs about what information you collect from your invitees, and how you
use such information), and complying with all other privacy and data security laws.
Service Updates and Upgrades
From time to time, we may develop updates or implement enhancements or other changes to your Balloon
Suite Site. We will also from time to time modify the back-end software that runs your Balloon Suite Site.
You specifically grant us permission to do this whenever we push an update, upgrade, bug fix or patch to all
customers similarly situated to you. Occasionally, this will require the Balloon Suite Site to be unavailable to
you or your visitors for a brief period of time. We apologize for the inconvenience this may cause, but
unfortunately, we must perform these regular maintenance activities to maintain your Balloon Suite Site’s
performance over time.
Digital Rentals
Specific terms relate to rentals of digital assets as follows.
The subscriber is not entitled to any benefits or services from Balloon Suite other than the receipt of
communications from the indicated digital assets as part of the rental. The subscriber agrees that Balloon
Suite has no legal liability related to the use of the rented asset of any kind for any reason. This includes
issues such as spam, anything related to the content of communications, performance of resulting clients or
customers. Subscriber agrees that all interactions sourced from a rented asset will be recorded. Nothing
about this agreement is intended to transfer ownership of any asset. Brand names and trademarks owned
by Balloon Suite may not be used in the subscribers' marketing activities. The subscriber may use the brand
name or trademark in responding to incoming communications but may not represent that they own the
brand or mark or a related business. The subscriber agrees to a 6 month minimum term.
Domain Names
Balloon Suite will provide one (1) free domain name with the new purchase of a paid plan. The free domain
name applies only to the following TLD's: .com, .net, .org, .biz., if you sign up for a Service that includes this
offering.
The domain name is yours to keep, except as otherwise set forth herein. We register the domain in Balloon Suite's name, but will unlock and transfer it to your name upon cancellation of an active paid account, or
upon request anytime during the term of your active paid account membership. Please note, however, that
we do not have the ability to transfer a domain to you during the initial 90 days after we register it.
Notwithstanding the foregoing, if a domain is in Balloon Suite’s name at the time that your account becomes
inactive for any reason (including but not limited to non-payment or violation of these Terms of Service),
any domain name in your account will remain registered to Balloon Suite. In this case, Balloon Suite has the
right to retain the registration of the domain for its own purposes, sell or transfer the domain to a third
party, or delete the domain and allow any new registrant to register it.
Except as otherwise stated herein, we will continue to renew your Balloon Suite Site domain name
throughout the Term of this Agreement, provided you continue to timely pay all fees when due hereunder
and are not in breach of these Terms of Service.
If Balloon Suite sends you the unlock code for a domain, it is your responsibility to transfer the domain to a
new registrar, if you so choose. We will not renew domains after the end of the Term of this Agreement, so
please keep that in mind when submitting your cancellation request or otherwise terminating this Agreement.
You may purchase additional domains, subject to availability, for the price shown on the website (which fee
is subject to change from time to time in our discretion). Additional domains are not renewed automatically.
Under no circumstances will Balloon Suite be liable for any damages relating to domains, including but not
limited to failure or errors in renewing, transfer, or registration of domains, even if such failure is ours.
Google Ads, Meta Ads
All Ads packages are sold with a minimum 3-month term. Payment may be offered as a monthly payment,
annual payment or other period, but that does not apply to the minimum term of the agreement. A
customer choosing a monthly payment is agreeing to pay for a minimum of 3 months, even if canceling the
service prior to the 3-month date. Cancellation or termination of service prior to the minimum term
expiration results in an immediate charge for the remaining balance for the full term.
Ads packages include a base price or fee and a Budget Fee. See the Fees and Payments sections for more
details.Ads platforms are chosen by Us at our sole discretion and may include the Google and/or Meta platforms.
You agree to pay for the advertising PPC cost directly to the ads platform(s) used.
Ads packages sold after 8/1/2023 are provided in a specific geographic area; we may not accept clients with
overlapping geographic areas and industries. In the event of an error in configuring geography exclusivity
we will fix the problem as soon as practical once we are aware or we are notified of the conflict. There is no
refund, partial or otherwise, for an error in configuring an ads account
You agree to provide access at our request to various platforms so that we can deliver Ads management
services. These requests may include a level of access requirement such as "Owner" or "Admin", if so, this is necessary for Us to provide management services.
On cancellation:
● The Balloon Suite team will remove all Balloon Suite intellectual property from the Ads account
which may include ad campaign configuration, lead tracking configuration, landing pages, and other
items.
● The Client is not authorized to continue using the targeting or campaigns or configuration of the
account. These are intellectual properties of Balloon Suite.
In the event access to the Ads is not available to the Balloon Suite team the Client agrees to provide proof
that all ad campaigns and targeting have been removed via screenshot or video within 5 days of the end of
the service. Failure to do so may result in legal action by Us to protect our intellectual property and a
penalty of $50 per day until proof of removal is received and verified. This section continues to be in effect
after termination of the agreement as it protects our intellectual property.
E-commerce on Balloon Suite
The Services include the option for you to sell goods and services directly to invitees to your Balloon Suite
Site. Balloon Suite provides the platform to offer sales, but all transactions occur at our third party
transaction processors, for example PayPal or Stripe. All transactions are subject to the terms and
conditions of Paypal or Stripe, as applicable, and you must have a PayPal or Stripe account independent of
your account with us for the Balloon Suite Site in order to accept such payments. Further, Balloon Suite is
not responsible for, and does not have access to, any aspect of transactions that happen on our platform
aside from the items that were included in a specified transaction.
The Service allows integration with various third party systems that are separate from Us. From time to
time there may be interruptions to the integration with a third party system. In very rare circumstances a
problem with an integration may occur that cannot be solved and the integration may no longer be offered,
without prior notice. You agree that we are not liable for any impact to your business from such an
interruption.
By using any e-commerce components of the Services, you agree to not sell products that, in our discretion:
Infringe or potentially infringe on the copyrights of another person;
Constitute illegal or potentially illegal products;
Are offensive, violent, pornographic, or otherwise deemed inappropriate.
We reserve the right to disable or remove any products that are in violation of the terms of this Agreement
without warning.
Professional Consultations and Opinions
In paying for a professional consultation you are requesting that a member of the team experienced in the
area you are requesting expertise conduct an assessment of your business situation and provide detailed
recommendations for next steps. You agree that all recommendations are opinions and are provided to you
as educational material. It is entirely your decision to review and act on the recommendations provided
based on your own assessment of the information provided and your business situation. We will decide the
best format to deliver recommendations to you. We will decide what information or access to your business
systems are needed to provide recommendations and you agree to provide that information and access.
Your failure to provide information, access, or make yourself available when requested will be interpreted
as your termination of the service at your own discretion and no refund will be issued.
Custom Website Projects
Custom website projects include the scope shown on the website. A subscription to one of the ongoing
service plans is required to purchase a Custom Website Project, or within three months from the purchase
date if we agree to offer the project before the subscription. The scope of these projects is fixed, any change
requests or additional scope we agree to is billed at the then-current hourly rate. Custom website projects
that are not completed within a period of 12 months are considered delivered as-is. There will be no further
work or credit or refund expected or required for projects that are delivered as-is. Any further work or
changes will be at the then-current standard hourly rate.
Your Additional Obligations
In addition to any other obligations you have as set forth in this Agreement, you agree that you will:
● maintain an active email account on record with us at all times;● maintain at all times your own devices and resources to obtain access to the public Internet;
● protect the confidentiality of your login credentials to the Portal and ensure that nobody other than
you uses such credentials;
● not use any other person’s login credentials;
● not sell, resell, rent or lease the Services or the Balloon Suite Site or use it as a service bureau, or
otherwise for the benefit of third parties (except that your invitees to the Balloon Suite Site may see
Your Content and purchase your products and services as you make same available);
● not impersonate any other person or group through or on the Balloon Suite Site;
● not use your Balloon Suite Site to store or transmit infringing, libelous, or otherwise unlawful or
tortious material, or intentionally store or transmit material in violation of third party privacy rights;
● not use profanity, obscenity, racist terms, or other language that may be offensive to visitors to your
Balloon Suite Site;
● not use your Balloon Suite Site to store or transmit viruses, worms, time bombs, Trojan horses and
other harmful or malicious code, files, scripts, agents or programs (collectively,
"Harmful Code");
● not interfere with or disrupt the integrity or performance of our systems or networks or those
maintained on our behalf for the purpose of providing services to our customers;
● not copy, frame or mirror any part or content of the Balloon Suite Site;
● not attempt to obtain a copy of, or disassemble, reverse engineer or decompile the Balloon Suite
Site or any portion thereof;
● not upload, post, email, transmit or otherwise make available on your Balloon Suite Site any material
that interferes with or disrupts the Balloon Suite Service, or which probes, scans, or tests the
vulnerability of any system or network;
● not attempt to breach or circumvent any security or authentication measures;
● not attempt to gain unauthorized access to any back-end systems, hardware, software or networks,
which we maintain or are maintained on our behalf;
● not access or attempt to access restricted portions of the Balloon Suite Site or our systems;
● not download, copy, publish or distribute on the Balloon Suite Site any copyrighted or other
protected materials without the specific written permission of the owner of such materials; and
● not engage in denial of service attacks.
New Fees and Payments
1. Payment Terms
● Advance Payment: You agree to pay us in advance based on the payment schedule selected when
you signed up for a Service Package. A valid credit card must be kept on file in our payment platform
to facilitate timely payments. We may require other payment methods from time to time.
● Non-Refundable Fees: All fees, including domain registration and setup fees, are non-refundable.
2. Billing
● Billing Cycle: We typically bill for hours, Google Ads fees, and other fees for services at the
beginning of each calendar month. This is separate from the monthly payment date of service
packages. Charges are processed using the payment method on file.
● Billable Time:
○ Standard Rate: Our current billable rate is $115 per hour (effective 1/1/2024).
○ Invoicing: Payments due are not invoiced with a payment term, they are charged to the payment method on file directly.
○ Review Period: Upon delivery of a billable time service, you have 24 hours to review and request changes. Any revisions or additional work required will incur additional billable time.
3. Additional Fees
● Support Services: Engaging our support team for changes to your website or services will incur
billable time charges at the standard hourly rate.
● Email Marketing: Plans including "email marketing" or “email newsletters” cover up to 999 contacts.
Additional contacts are billed monthly in increments of 1,000 contacts.
● Google Ads/Meta Ads Budget Fee: Ads service is provided at a base monthly price for up to $2000
in ads budget. If you direct us to increase the ads budget above $2000 there is a fee of 24% of the
amount over $2000. The fee applies to any partial month when the budget is over that amount. Ads
Fees are charged at the same time as the Billable Time cycle mentioned in this section
● Promotional Codes: Only one promotional offer or code may be applied per new Balloon Suite Site
subscription and cannot be combined or stacked with other offers.
4. Chargebacks
● Fee: A chargeback fee of $350 will be imposed to reinstate accounts affected by chargebacks.
● Account Termination: Accounts with chargebacks may be permanently deleted at our discretion.
We reserve the right to terminate your services immediately upon a chargeback submission.
5. Failed and Past Due Payments
● Fees: Failed payments or declines incur a $50 fee per instance.
● Resolution: We will notify you of any failed payments and assist in resolving the issue. It is your
responsibility to notice and address payment failures promptly.
● Service Restrictions: After 30 days of non-payment, your agreement will be considered terminated,
and services will be ended. Domain registrations may become unavailable for transfer, and all
associated assets may be removed.
● Immediate Termination: We reserve the right to terminate services immediately upon any failed or
past due payment.
6. Reactivation After Failed Payment
● Outstanding Balances: Any past due balances will be charged to your payment method upon
service reactivation.
● Late Fees: A late fee of 1% per month will apply to all overdue amounts.● No Credits or Refunds: In the event of a failed payment, no credits or refunds will be issued, and we
hold no liability for any loss of use resulting from the failed payment.
● Reinstatement Process: Reinstatement requests will be reviewed and, if approved, completed
within five business days.
7. Taxes
● Applicability: Fees listed on our Website exclude applicable taxes, including sales, VAT, use taxes,
export/import fees, customs duties, and similar charges.
● Collection and Remittance: If applicable, we will charge you the relevant taxes and remit them to
the appropriate taxing authorities on your behalf.
8. Fees Changes
● Notification of Changes: Our fees may change periodically. Updated fees will be posted on our
Website.
● Acceptance of New Fees: Continued use of our Services after fee changes constitutes acceptance
of the new fees and terms of service, effective from your next payment cycle.
● No Retroactive Changes: Fee updates do not retroactively affect existing subscriptions unless
explicitly stated.
9. Credits
● Usage: Any financial credit provided to your account is considered a coupon to reduce service fees
for the current subscription period.
● Termination of Service:
○ Before Use: If you terminate the service before using the credit, it will be removed from your account with no refund.
○ Failed or Past Due Payments: Credits are immediately removed from your account if a payment fails or becomes past due, with no liability on our part for any resulting service restrictions.
Communications
By providing your phone number, you agree to receive text messages from Us. Message and data rates may
apply. Message frequency varies.
By providing any other contact information you agree to receive communication from Us using that contact
information. Standard rates may apply. Frequency varies.
Non Solicitation
During the Term of service and for twelve (12) months thereafter, you shall not, and shall not assist any
other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed
specifically to any person) for employment or engagement as an independent contractor any person then or within the prior six (6) months employed or engaged by Balloon Suite and involved in any respect with the
Services or the performance of this Agreement.
Proprietary Rights
Our Website, the Portal and the Balloon Suite Site, and their entire contents, features, and functionality,
including all trademarks, business names, information, software, text, displays, images, video, and audio, and
the design, selection, and arrangement thereof, but excluding Your Content (collectively, “Our Content”),
are owned by the Company, its affiliates, their respective licensors, or other providers of such material and
are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary
rights laws.
We hereby grant to you, throughout the Term only, a worldwide (except in countries which are subject to
legal restriction or embargo), limited, non-exclusive, non-transferable (except as permitted herein),
non-assignable (except as permitted herein) license for (i) you and your invitees to access and view your
individual Balloon Suite Site located thereon, and (ii) for you to make use of the Services as it pertains to
your Balloon Suite Site as contemplated in the Documentation, provided you do so for your own purposes
and not for the benefit of any third parties (except as otherwise specifically permitted herein or in the
Documentation).
As between you and us, you exclusively own all right, title and interest in and to all Your Content. You
hereby grant to us, our affiliates and our service providers a non-exclusive, non-transferrable (except as
permitted herein), non-sublicensable (except as needed for our service providers to assist us in performing
the Services), limited, revocable license, solely for the Term, to access, store, process, transmit, distribute
and publish Your Content solely as required in order to provide Services hereunder.
You agree that we and our affiliates and service providers are permitted to collect, access, process, store,
and use in perpetuity (i) any technical, aggregated information, including any information which may be
attributable to any particular invitee to your Balloon Suite Site or to you; (ii) information pertaining to how
the Balloon Suite Site is browsed and searched, such as which features are used the most or are popular for
some types of users; and (iii) all sales amounts processed through the Balloon Suite Site; provided we do so
solely to evaluate features of our Website and your and other Balloon Suite Sites, and for the purpose of
improving our services.
You understand and agree that your Balloon Suite Site contains third party materials and services. Those
materials and services are licensed to you solely for use on the Balloon Suite Site as contemplated in the
Documentation and only for so long as the owners of such materials and services permit us to make them
available to you. You acknowledge and agree that if the owner of such materials or services terminates our
license or right to make them available to you, they will be removed from the Balloon Suite Site, and you
accept this risk.
The Services are licensed, not sold. Except for the limited rights expressly granted by each of the parties
hereunder, no other rights are granted. All rights not specifically granted herein are otherwise reserved.
Each party agrees to refrain from any use or registration of the trademarks of the other party, or of any
confusingly similar marks, except with respect to any trademarks included within the Balloon Suite Site
which you upload (in which case you grant to us a limited license to display, publish, and process such
trademark). As a client you also grant us a right to use your name on our client list, and to display, publish,
and process your name as you enter it in furtherance of our business, including business name and primary
logo in perpetuity. As a client with a website provided by Balloon Suite you agree to display a link in the
footer of the website with the words “Balloon Suite” or similar and including a hyperlink to a URL of our
choosing.
Term and Termination
The term of this Agreement begins on the day you sign up to receive the Services by creating an account on
our Website, selecting a pricing package, and paying your first monthly installment of recurring
subscription fees (the “Effective Date”). This Agreement will continue in effect until either party terminates
pursuant to the terms of this Agreement (the “Term”).
You can upgrade/downgrade your Service at any time by going to the Portal and changing your plan after
signing in. We will credit you the prorated amount of days of the new plan. However, we cannot provide
refunds or cash credits for downgrades.
You may request termination of this Agreement at any time. T o do so, you must open a support ticket by
emailing our published support team email address or opening a ticket from the Portal in the Get Help
section. Cancellation requests submitted in any other way will not be accepted. The Cancellation request
will be reviewed to determine if it is an option for your service based on the terms. Cancellation must be
submitted a minimum of two (2) business days prior to the rebilling date to prevent rebilling of the
non-refundable subscription fee.
We may terminate your access to the Balloon Suite Site and use of any Services immediately (i) if you
breach any provision of this Agreement, (ii) if you fail to pay recurring fees when due, (iii) if we lose any right
or license required for us to make the Services or the Balloon Suite Site available to you or your invitees, (iv)
if we cease providing Services to our general customer base or we make material modifications to the
Services; (v) if required to do so by law, or due to a change in applicable law; (vi) if you violate the law or
these Terms of Service; (vii) if unexpected technical, security or legal issues or problems arise, or (ix) if in our
sole determination you are not acting or interacting with us in good faith which may include threats,
disrespectful communication, or any other act or interaction we determine is not in good faith.
Upon termination of this Agreement for any reason, (i) you will lose the right to access the Portal and the
Balloon Suite Site, (ii) we will promptly delete your Balloon Suite Site and all of Your Content, except as
required by law, and (iii) you must pay any outstanding amounts you owe us for use of Services throughout
the Term. Please plan your cancellation of this Agreement accordingly.
Provisions of this Agreement dealing with confidentiality, representations or warranties, indemnities, limits
on liability, client identification, and any provisions set forth in the “Miscellaneous”
Section below shall survive termination of this Agreement.
Confidential information
Each party (the “disclosing party”) may disclose to the other party (the “receiving party”), Confidential
Information during the course of performance under this Agreement.
“Confidential Information” means any data, files, content, copy, materials and information which is not public and which is disclosed by the disclosing party or on such person’s behalf, to the receiving party or an affiliate or service provider of such party, either directly or indirectly, in writing (including electronically) or orally, and which a reasonable person should understand, based on the content or means of disclosure, to be confidential or proprietary. Your Content shall be considered your Confidential Information. Our Website content, Website look and feel, the Balloon Suite Site skins and their look and feel, and all graphic and other elements of our Website and the Balloon Suite Sites (excluding any which you uploaded to the Balloon Suite Site), our business methods, pricing models and methodologies, and business processes, shall be considered our Confidential Information.
The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use
reasonable care to protect the same; (ii) restrict disclosure of the other party’s Confidential Information to
those of its affiliates, employees, service providers or agents with a need to know such information and who
are under a duty of confidentiality respecting the protection of such Confidential Information; and (iii) use
the other party’s Confidential Information only for the purposes for which it was disclosed, or as otherwise
permitted herein or pursuant to instructions from the disclosing party.
The above restrictions will not apply to Confidential Information to the extent it (i) is, or through no fault of
the recipient has become, generally available to the public; (ii) was lawfully received by the receiving party
from a third party without such restrictions and if such third party was not subject to a duty of
confidentiality when it received the information; (iii) was known to the receiving party prior to receipt from
the disclosing party, if it received such information not subject to a duty of confidentiality; or (iv) was
independently developed by the receiving party without breach of this Agreement or access to, reference
or use of the Confidential Information of the other party.
The receiving party may disclose Confidential Information to the extent the disclosure is required by law,
regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt
notice, where permitted by law, of such order and will assist the disclosing party in its efforts to contest or
limit any required disclosure.
Data Security
It is your responsibility to comply with your obligations under applicable data protection laws when
collecting, handling, uploading and processing personal data of your Balloon Suite Site visitors and invitees.
In addition, as part of the Services hereunder, we will ensure that we and our service providers: (i) use
commercially reasonable data security procedures and controls designed to protect Your Content from
unauthorized use, loss, disclosure, theft or compromise.
If there is any theft, loss, loss of control over, access or discovery by or disclosure to a third party, or other
event that results in an unauthorized third party obtaining access to, viewing, copying, transferring,
transmitting, displaying, preventing authorized access to, or coming to control of any of Your Content (each
such event, a “Breach”), and if such Breach occurs as a result of any action or inaction of ours or our service
providers or from our systems, devices or networks, then we will, at our own expense (a) give you notice of
such Breach as quickly as is commercially feasible for us to do so after becoming aware of such a Breach; (b)
give you reasonably available information pertaining to such Breach, and where and how it occurred; (c)
give you available information pertaining to Your Content that was lost, stolen, accessed, discovered,
rendered inaccessible or disclosed; (d) perform forensic investigations and audits as reasonably required to
identify the root cause and reasons for the Breach; (e) reasonably mitigate the effects of the Breach as
promptly as is commercially feasible; and (f) take all corrective actions necessary to prevent the Breach
from reoccurring.
Representations and Warranties
Each party represents and warrants to the other that: (i) it is duly organized and validly existing in the state
of its organization or formation and that it has full power and authority to enter into and perform its
obligations pursuant to this Agreement in accordance with its terms; (ii) this Agreement represents a
binding and enforceable obligation of such party.
You represent and warrant that (i) Your Content does not infringe or misappropriate any rights of third
parties; (ii) you have all rights, consents, or other permission necessary to upload Your Content to the
Balloon Suite Site, and to collect, process, store, and use Your Content, including when using any
communications or marketing tools made available through the Balloon Suite Site (e.g., when sending newsletters, when communicating with your invitees to the Balloon Suite Site in blogs or other areas of the Balloon Suite Site, when sending them emails, when using analytics tools made available to you on the
Balloon Suite Site, when selling merchandise, when selling concert tickets, when disclosing information
about concerts and events to users of the Balloon Suite Site, etc.); (iii) you have obtained all consents, rights
and permissions necessary to allow the Company and its service providers to access, use, host, collect,
store, process and manipulate Your Content as required to provide the Services and pursuant to your
instructions; and (iv) you are of legal age to execute contracts, and you have the right to bind all members of
your musical/artistic group, to the extent you are not a solo artist.
YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE STATED HEREIN, WE DISCLAIM ALL
WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, AND
SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES SHALL BE
UNINTERRUPTED OR ERROR FREE.
EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICES (INCLUDING YOUR Balloon
Suite Site), OUR CONTENT AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS.
Indemnification
Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any
action, claim, proceeding, lawsuit, demand, loss or expenses (including reasonable attorney’s fees and legal
costs and expenses) arising or resulting from such party’s breach of its specific warranties herein.
We will defend, indemnify and hold you harmless from and against any action, claim, proceeding, lawsuit,
demand, loss or expense (including reasonable attorney’s fees and legal costs and expenses) brought by a
third party to the extent that the action is based upon a claim that our Services, Our Content or the
Documentation (collectively,“Offerings”), or any portion thereof, infringes or misappropriate any U.S. or
Canadian intellectual property rights of such third party. In addition, if the Offerings, or any part thereof,
becomes, or in our reasonable opinion is likely to become, the subject of an infringement or
misappropriation claim, we may, at our sole option and expense, either (i) procure for you the right to
continue using the affected item, or (ii) modify the affected item so that it becomes non-infringing/not
misappropriating. If none of the above options are reasonably available, we may terminate this Agreement
or remove the feature or portion of the Offerings which is subject to the claim or possible claim.
Notwithstanding the foregoing, we shall have no liability for infringement or misappropriation under this
section, if the alleged infringement or misappropriation arises directly from (i) the integration of the
Offerings with other equipment or software that were not provided by us or reasonably foreseeable to be
used in combination with or to be integrated with the Offerings, and if the infringement would not haveoccurred absent such integration; (ii) modifications made to the Offerings without our prior written
consent; or (iii) use of the Offerings other than as contemplated hereunder, if such action would have been
avoided but for such use, modification or combination.
You agree to defend, indemnify and hold harmless us, our affiliates and service providers, and all officers,
directors, members or employees of any of the foregoing, from and against any action, claim, proceeding,
lawsuit, demand, loss or expenses (including reasonable attorney’s fees and legal costs and expenses)
arising or resulting from (i) your use of ads and other additional features available on your Balloon Suite
Site; (ii) your activities in marketing or promotion of your goods or services to invitees on your Balloon Suite
Site, including with respect to all communications you initiate and receive through the use of your Balloon
Suite Site; and/or (iii) any challenge or claim relating to one of your domain names.
The party seeking indemnity pursuant to this section will promptly notify the party indemnifying in writing
of the claim, and will grant the indemnifying party sole control of the selection of counsel, defense, and
settlement of the claim. The indemnifying party will pursue defense or prosecution of all claims in a diligent
manner. The indemnified party hereunder agrees to provide the indemnifying party with reasonable
assistance, information required for the defense and settlement of the claim; provided, however, that the
indemnifying party may not settle a claim in a manner that is adverse to the indemnified party or if such
settlement requires acknowledging liability or wrongdoing by the indemnified party without such
indemnified party’s prior written consent.
Limitation on Liability
UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES OR SERVICE PROVIDERS BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR
USE OF OR YOUR INABILITY TO USE THE SERVICES, (II) PROPERTY DAMAGE OF ANY KIND ARISING
FROM OR RELATING TO YOUR USE OF THE SERVICES, (III) ANY ERRORS OR OMISSIONS IN ANY
MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR
RELATING TO YOUR USE OF THE SERVICES, OR (IV) ANY LOSS OR CORRUPTION OF DATA, OR (V) USE
OF ANY INFORMATION PROVIDED BY US. THESE LIMITATIONS SHALL APPL Y EVEN IF WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY TO YOU FOR ANY DAMAGES
ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF
(A) FIFTY DOLLARS ($50) OR (B) AMOUNTS PAID BY YOU TO US IN THE PRIOR 12 MONTHS (IF ANY).
THE FOREGOING LIMITATIONS SHALL APPL Y TO THE FULLEST EXTENSION PERMITTED BY
APPLICABLE LAW.
Miscellaneous
● Assignment. You may not assign this Agreement or any of your rights or obligations hereunder, in
whole or in part, without our prior written consent.● Subcontracting. We may subcontract any portion of the Services hereunder. You specifically
consent to this arrangement.
● Notices. We may send you notices through the Balloon Suite Site or via email. You must send us
notices by contacting us via the published support email address
● Severability. If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall
not affect the enforceability of the remaining provisions.
● Waiver. The delay or failure of either party to exercise any right provided in this Agreement shall not
be deemed a waiver.
● Injunctive Relief. Notwithstanding anything else to the contrary herein, either party may seek
injunctive in a court of competent jurisdiction without the posting of a bond.
● Force Majeure. Neither party will be liable for any delay or failure to perform obligations under this
Agreement due to any cause beyond its reasonable control, including acts of God; earthquakes,
storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts
of terrorism; and war.
● Construction. Paragraph headings are for convenience and shall have no effect on interpretation.
● Governing Law; Dispute Resolution. This Agreement shall be governed by the laws of the State of
Washington, without regard to any conflict of laws provisions, except that the United Nations
Convention on the International Sale of Goods and the provisions of the Uniform Computer
Information Transactions Act shall not apply to this Agreement. Any dispute, controversy or claim
arising out of or relating in any way to this Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate, shall be exclusively resolved by binding arbitration in the City of New York.
The arbitration shall be binding with no right of appeal. The arbitration shall be conducted pursuant
to the rules of the American Arbitration Association. There shall be one arbitrator selected by
agreement of the parties, or if the parties fail to agree, by the American Arbitration Association. The
costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the
arbitration, unless otherwise ordered by the arbitrator or agreed upon by the parties. The parties to
this agreement further agree to abide by any award rendered by the arbitrator. Judgment on the
award rendered by the arbitrator may otherwise be entered in any court having jurisdiction thereof.
● Third Party Rights. Other than as expressly provided herein, this Agreement does not create any
rights for any person who is not a signatory to it, and no person not a signatory to this Agreement
may enforce any of its terms or rely on an exclusion or limitation contained in it.
● Independent Contractors. The parties are independent contractors, and this Agreement creates no
relationship of principal and agent, partner, joint venture, employer-employee or other similar
arrangement. Neither party is an agent of the other, and each party agrees that it will not represent
itself to be an agent of the other party or attempt to create any obligation or make any
representation on behalf of or in the name of the other party.
Copyright Policy
Last Modified: December 17, 2023
● Updated our designated Copyright Agent
Applicability
This policy applies to materials posted to our Website, where such materials comprise or incorporate
copyrighted materials pursuant to the laws of the United States of America only.
Introduction
This policy provides the procedures pursuant to which you can inform Sitezoogle, Inc. d/b/a Bandzoogle
(the "Company","us" or "we") if copyrighted materials which another user has posted to our Website
infringe your copyright, and describes how we will act in response to such communications.
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright
infringement that comply with United States applicable law. If you believe any materials accessible on or
from the Website (the "Website") infringe your copyright, you may request removal of those materials (or
access to them) from the Website by submitting written notification to our Copyright 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:
● Your physical or electronic signature.
● Identification of the copyrighted work you believe to have been infringed or, if the claim involves
multiple works on the Website, a representative list of such works.
● Identification of the material you believe to be infringing in a sufficiently precise manner to allow us
to locate that material.
● Adequate information by which we can contact you (including your name, postal address, telephone
number, and, if available, email address).
● 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.
● A statement that the information in the written notice is accurate.
● A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright
owner.
Our designated Copyright Agent to receive DMCA Notices is:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may
not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is
infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under
Section 512(f) of the DMCA.
Counter-Notification Procedures
If you believe that material you posted on the Website was removed or access to it was disabled by mistake
or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written
notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must
include substantially the following:
● Your physical or electronic signature.
● An identification of the material that has been removed or to which access has been disabled and
the location at which the material appeared before it was removed or access disabled. Adequate
information by which we can contact you (including your name, postal address, telephone number,
and, if available, email address).
● A statement under penalty of perjury by you that you have a good faith belief that the material
identified above was removed or disabled as a result of a mistake or misidentification of the material
to be removed or disabled.
● A statement that you will consent to the jurisdiction of the Federal District Court for the judicial
district in which your address is located (or if you reside outside the United States for any judicial
district in which the Website may be found) and that you will accept service from the person (or an
agent of that person) who provided the Website with the complaint at issue.
Completed Counter-Notices should be sent to:
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not
file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website was
removed or disabled by mistake or misidentification, you may be held liable for damages (including costs
and attorneys’ fees) under Section 512(f) of the DMCA.
Repeat Infringers
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are
repeat infringers.