Terms & Conditions

These Terms & Conditions ("Terms") are a legally binding agreement made between You and MarketChorus LLC, a Texas limited liability company (“MarketChorus” or “SpaceAgent/MarketChorus”), the owner and operator of Space Agent.

Recitals:

Space Agent is a website-based marketing platform to assist advertisers to advertise on third party websites and services (i.e., FacebookTM, TwitterTM, and GoogleTM). You are responsible for compliance with all terms and conditions of the third party sites, as well as the following Terms. Space Agent charges a fee, as hereafter stated, for Your use of the marketing platform. Via the marketing platform, You may create and manage ad campaigns on social media and other websites. Detailed terms and conditions for Your use of Space Agent follow. Please read these Terms carefully before You start to use Space Agent. You accept these Terms as legally binding on You, by using or accessing Space Agent. Any use or access by You of Space Agent confirms Your acceptance and agreement to these Terms as Your legally binding obligation.

1. Definitions

The following terms shall have the respective meaning given below for purposes of these Terms:

"Space Agent" means, according to context, the Space Agent marketing platform provided by MarketChorus, either the client facing side, the backend infrastructure or both; services provided by or based on the platform of MarketChorus; and/or services of employees of MarketChorus involved with the Space Agent platform or campaigns run on it.“Campaign” means the running of ad or media content on websites via use of the Space Agent platform and services.

“Content” means all ads, media, ad copy, images, graphics, photos, comments, designs, drawings, text, trademarks, hyperlinks and other information and items posted or employed by You in any Campaign or otherwise in connection with or related to the Space Agent platform, website, or services.

“Service Fees” means the charges payable by You for Campaigns for ads and media content that You create and upload to Space Agent.

2. Content & Regulations

You agree to adhere to any and all policies, regulations, terms, and conditions of or related to Facebook, Twitter, and Google, including but not limited to content, content type, advertised product(s) or service(s), media, and collected information, including metrics reported by Space Agent and/or Facebook, Twitter, and Google. You are responsible for the content of all ads and media posted or employed by You. You are also responsible for all fulfillment, provision, delivery and performance of or related to products and services of the ads and media.

3. Space Agent Services

Subject to Your payment of the Service Fees, Space Agent/MarketChorus will use its reasonable efforts to make the Space Agent website available through the Internet, and allow You (via Your own network and other equipment and access to the Internet through Your service provider, as to which You bear all liability) to access and use the marketing platform service of the Space Agent website to create and manage Campaigns. You will be requested to provide, and You are responsible for, entered or posted information on Space Agent, including, but not limited to, ad copy, ad images, property listing information, funding source, and Campaign duration. Ad preview may not necessarily be the exact ad that runs due to testing, optimization and other factors. A minimum of 48 hours must be provided for Campaigns to go live following receipt of all requested materials.

Campaigns may be run using the Space Agent accounts on Facebook and/or Twitter. Alternately, Space Agent, at its discretion, may require or provide You the option of running the Campaign on Your own accounts.

MarketChorus and its licensors retain all right, title and interest in and to the Space Agent website, its operations and supporting software and equipment, and all patent rights, copyrights, trademarks, trade secrets, know-how and other proprietary rights in every country or jurisdiction in the world, thereto and therein. No license, express or implied, is hereby granted, except that authorized users may access and use the services provided by the Space Agent website.

4. Payments

You are solely responsible for all costs and fees associated with Campaigns run through Space Agent, including but not limited to the Service Fees and ad and content production. You agree to and shall pay the Service Fees applicable to Your Campaign, as set forth at SpaceAgent.io. The amounts payable by You as the Service Fees cover costs (for the period designated by You for the Campaign) incurred for advertising on Facebook, Twitter and Google (according to the “ad spend” designated during the Campaign creation process) and costs for the marketing platform and Campaign service charged by Space Agent/MarketChorus.

You must have an active, valid credit card entered on Space Agent in order to start, create or renew Campaigns. This credit card will be charged the selected Service Fees on a monthly basis, in advance of each month of Your Campaign(s), or if the Campaign duration designated by You exceeds one month, then the Service Fees shall be paid in advance for the entire duration. Space Agent may suspend or halt all Campaigns, prevent creation of new Campaigns, and/or block access to reporting data if a payment from You is declined or missed.

Ad spend allocated to Twitter and/or Facebook may include any type of paid ad engagement as defined by the respective platform, including but not limited to link clicks, shares, retweets, follows, comments, likes, favorites, profile clicks, and replies.

If You use Space Agent during a promotional period, apply a promotional code, or receive a one-time discount, You agree that we may charge You standard rates of the Service Fees after such promotional period or discount has ended.

In order to provide You with uninterrupted and hassle free service, once You have submitted Your payment information Your credit card will be automatically charged, in advance within thirty days of the end of the duration of any then-running Campaign , for continuation of the Campaign during subsequent periods of same duration. YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO AUTOMATIC CHARGE TO YOUR CREDIT CARD FOR CAMPAIGNS AND FOR SUBSEQUENT PERIODS OF CAMPAIGNS FOR SAME DURATION, AND YOU HEREBY AUTHORIZE SPACE AGENT TO AUTOMATICALLY CHARGE YOUR CREDIT CARD USING OUR AUTOMATIC BILLING FEATURE FOR SUBSEQUENT CAMPAIGN PERIODS. IF YOU WISH TO DISCONTINUE THE AUTOMATIC BILLING FEATURE PLEASE CONTACT US AT INFO@SPACEAGENT.IO OR FOLLOWING THE PROCEDURE OUTLINED BELOW

Upon payment of all then-accrued Service Fees, You may cancel Your Space Agent subscription, in advance of the 20th day preceding the end of Your then-running Campaign, by logging in to Your account, selecting the ad(s) to cancel, and switching auto-renew to the “off” position. We will continue to advertise Your remaining budget until Your ad(s) automatically finish at the end of Your current Campaign period.

5. Management & Optimizations

Space Agent features both an automated and manual optimization process to help clients seek to optimize Campaign performance; ad spend allocation and targeting may be adjusted during the course of the Campaign.

You acknowledge that Space Agent and MarketChorus do not guarantee any Campaign results including client conversion goals, target cost per conversion, or any other metric, such as impressions, link clicks, engagement rate, follows, and so forth.

You acknowledge that optimization techniques and logic may be changed and tested while Campaigns are active, and during the course may sometimes result in increased cost per conversion or decreased impressions, engagements, or conversions.

6. Reporting & Permissions

Space Agent pulls in data directly from Twitter, Facebook, Google and Bit.ly and approved third parties, and is not responsible for any inconsistencies in reports that may occur. You agree to let the Space Agent team use campaign metrics internally to improve optimization logic and reporting. Space Agent shall not share or sell client data without prior permission.

7. Modifications to Agreement

The parties may agree to changes and additions to these Terms only in writing signed by the parties; provided, MarketChorus reserves the right to modify these Terms at any time by, in the discretion of Space Agent, posting online at SpaceAgent.io or sending via email to You.

8. Confidential Information

MarketChorus may choose to share confidential information with You, and You may choose to share confidential information with Space Agent. Confidential information includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and clearly identified as “confidential” at the time of disclosure. Notwithstanding the foregoing, Confidential Information will not include any information which is or becomes publicly known, which is already in the receiving party's possession prior to disclosure by a party, which is independently developed or collected by the receiving party without the use of Confidential Information, or as to which disclosure is required by court order or governmental rule or regulation. Neither party will use or disclose the other party's Confidential Information without such other party's prior written consent except for the purpose of performing its obligations under these Terms or if required by law. MarketChorus and You will promptly either return or destroy all Confidential Information upon request or upon termination of Space Agent services.

9. Indemnity

You agree to indemnify, defend and hold harmless MarketChorus, its employees, officers, directors, shareholders, agents, representatives and users of the Space Agent site, from and against any and all claims, demands, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys' fees), costs and expenses arising from or related to (i) any Content that You or anyone using Your account may submit or access in the course of using Space Agent; (ii) Your violation of these Terms; (iii) any violation or failure by You to comply with all laws and regulations in connection with Your use of Space Agent, whether or not described herein; (iv) charges assessed by social media or other sites of Your Campaigns; and (v) any violation or failure by You to comply with all policies, regulations, terms and conditions listed by Facebook, Twitter and Google.

10. Warranties

You agree that Space Agent/MarketChorus and its employees, officers, directors, shareholders, representatives and agents shall not be responsible for unauthorized access to or alterations of the Campaign data.

MARKETCHORUS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING SPACE AGENT TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SPACE AGENT IS PROVIDED "AS-IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE. FURTHER, SPACE AGENT DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT SPACE AGENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF ANY SERVICE WILL BE UNINTERRUPTED.

IN NO EVENT WILL MARKETCHORUS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR AGENTS (COLLECTIVELY, THE “MARKETCHORUS PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY THEORY FOR INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR THE SPACE AGENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE MARKETCHORUS PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100) USD OR THE AMOUNT YOU HAVE PAID TO MARKETCHORUS IN THE PAST TWELVE MONTHS FOR SPACE AGENT. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE MARKETCHORUS PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. Travel Destinations and Accommidations

Although most travel, including travel to international destinations, is completed without incident, travel to certain destinations may involve greater risk than others. Space Agent urges its users to review travel prohibitions, warnings, announcements and advisories issued by your government prior to booking travel to international destinations.

BY BOOKING ONLINE RESERVATIONS FOR ACCOMMODATIONS OFFERED BY THIRD-PARTY SUPPLIERS TO PARTICULAR INTERNATIONAL DESTINATIONS, SPACE AGENT DOES NOT REPRESENT OR WARRANT THAT TRAVEL TO SUCH DESTINATIONS IS ADVISABLE OR WITHOUT RISK, AND IS NOT LIABLE FOR DAMAGES OR LOSSES THAT MAY RESULT FROM TRAVEL TO SUCH DESTINATIONS OR FROM BOOKING THE ASSOCIATED ACCOMMODATIONS.

12. Other Restrictions

You shall not, directly or indirectly, take, authorize or encourage any third party to take, any actions that interfere with, disrupt or interact in an unauthorized manner with Space Agent (or servers and networks which are connected thereto) or the services, including but not limited to, through repeated manual clicks, the use of robots, scrapers or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software. You agree not to disassemble, decompile or reverse any elements of the website or services thereon, nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Space Agent/MarketChorus may terminate Your account at any time for any reason, including without limitation such restricted activity, in its sole discretion.

13. Waiver and Severability

If any provision of these Terms is held to be invalid or unenforceable, the other provisions of this Agreement remain in full force and effect and the parties (You and MarketChorus) agree to endeavor towards the intention of the provision. MarketChorus acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive its right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of MarketChorus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14. Jurisdiction; Remedies

These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of law provisions. All disputes in connection with this Agreement and Space Agent services or terms, will be brought solely in Dallas County, Texas, and You consent to the jurisdiction of and venue in such courts. In addition to all other remedies available at law and equity, You acknowledge that Your breach of any confidentiality, proprietary rights or restriction provisions of these Terms would cause MarketChorus irreparable damage, which could not be wholly compensated by money damages. Consequently, You agree that MarketChorus may seek injunctive or other equitable relief to enforce these Terms, without posting bond, and prevent any and all acts in violation of these Terms. The exercise by a party of any remedy under these Terms will be without prejudice to all other remedies under these Terms or otherwise.

15. Entire Agreement

These Terms are the entire and exclusive agreement between MarketChorus and You regarding Space Agent, and these Terms supersede and replace any prior agreements, oral or written, regarding the subject matter. You may not assign or otherwise transfer any of Your rights or obligations under these Terms.

16. Survival

The terms and conditions contained in these Terms that by their context are intended to survive the termination of this Agreement, including but not limited to the provisions relating to Confidential Information, Indemnity, Warranties, Waiver and Severability, and Jurisdiction; Remedies, shall survive termination or expiration of these Terms.

We have registered an agent with the U.S. Copyright Office as outlined in Title II of the Digital Millennium Copyright Act (17 U.S.C. §512). Upon notice of alleged copyright infringement, we will remove or block access to the material, provide notice to the user who posted the material and proceed as dictated by such title of such Act. We may block access to areas of the site to infringers. All notices of alleged copyright infringement through the site should be sent to info@spaceagent.io