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This Terms of Use ("TOU" or the "Agreement") is a legally binding contract between Kenova Web Tech Solution Pvt. Ltd.(OVO Tool) and you, as a user of or subscriber to OVO Tool sites or services. The OVO Tool Privacy Policy and OVO Tool Community Etiquette are incorporated into this Agreement by reference.
OVO Tool offers businesses and individuals access to a rich collection of resources related to search engine optimization, online marketing, and online local business listing management, including, without limitation, search engine optimization tools, link analysis tools, downloadable toolbars, website profile services, search analytics, blogs, user-generated content, personalized content, industry surveys, and opinion polls. Collectively, we'll refer to these resources as the "Services" in this Agreement.
OVO Tool Services may be offered across a number of web domains, including, without limitation, www.OVOtool.com . We'll refer to these domains as the "Sites" in this Agreement.
You may access the Sites or Services with a free account as a user ("User"). While access to certain portions of the Sites and selected features of the Services is free, OVO Tool reserves the right to charge fees for features and benefits associated with the Sites or Services at any time.
A User who pays for any portion of the Sites or Services shall be referred to as either a "Subscriber" or "Customer" in this Agreement.
Now that we've gotten these definitions out of the way, let's talk about terms specific to certain Services, followed by terms relevant to all Users, Subscribers and/or Customers.
If you purchase OVO Tool Local business locations from any of the Sites, you are subject to the following terms and conditions related to your purchase. If you purchase locations via a separately negotiated agreement, these terms also apply, but in case of any conflicts between that agreement and this TOU, the terms in the separately negotiated agreement will apply.
OVO Tool Local Service Fees : You agree to make an immediate payment to OVO Tool for each location for a recurring one year term (the "Term") which begins on the date of payment. This payment, plus any future payment for that location based on annual renewal, shall together be referred to as "OVO Tool Local Service Fees". You understand that OVO Tool assumes costs immediately after you submit data to OVO Tool and acknowledge that as a result no partial or complete refunds will be issued by OVO Tool to you - at any time, for any reason - once you have made a payment for OVO Tool Local Services.
Scope of OVO Tool Local Services : In exchange for your immediate payment per business location per year and compliance with the terms and conditions of this Agreement, OVO Tool will distribute data to certain location data aggregators and business listing services and may offer additional reports and tools related to this data. These services are described in greater detail on the Sites.
Taxes: You are responsible for all taxes associated with your purchase of OVO Tool Local Services (such as sales tax), and such taxes will be in addition to the OVO Tool Local Service Fees quoted.
Renewal: Each business location will renew annually within 30 days of the anniversary of the initial payment for that location. Once a renewal payment is processed, no refunds will be provided for any reason. If your renewal payment fails, you will no longer have any rights under this Agreement related to your previously purchased OVO Tool Local business location(s), including the right to manage your listing, until you are in good payment standing. Failure to renew a listing in a timely manner (prior to the date of annual renewal) will result in loss of custom pricing terms associated with a business location, if any.
Change in OVO Tool Local Service Fees Upon Renewal: OVO Tool may change its OVO Tool Local Service Fees from time to time; with respect to renewals, OVO Tool will provide no fewer than sixty (60) days of notice of such a change by electronic mail and/or posting of any new fee schedule on the OVO Tool.com/local website.
Customer Management Of Each Business Location
Cancellation: You may cancel management of a business location from the OVO Tool Local dashboard only. Cancellation is immediate and is not reversible and must be initiated prior to the expiration of any Term to avoid fees associated with renewal. Cancellation removes a listing and its associated data from your dashboard.
Changes and Updates: You may make unlimited changes and updates to data associated with a purchased business location during the Term. However, if you make changes to core data - such as domain name, phone number, or location address - that OVO Tool is unable to validate using third-party services such as Google or Face book, OVO Tool may not be able to update your changes with location data aggregators and business listing services following submission. This validation policy protects you and other customers from having business locations listing data hijacked by unauthorized agents.
Additional OVO Tool Local Customer Obligations and Acknowledgements:
• By purchasing OVO Tool Local listings, you warrant and acknowledge that you own each listing or are otherwise authorized to represent the business location as of the date you make any payment of OVO Tool Local Service Fees.
• You agree to review and confirm the accuracy of submitted information about a listing periodically throughout any Term.
• You acknowledge that OVO Tool may occasionally require you to submit proof of authorization to represent a OVO Tool Local business location via email, and that failure to comply with such spot-checks may result in cancellation of your listing(s). You acknowledge that your business location listing(s) may be transferred to another person or entity if that person or entity can reasonably demonstrate ownership of those business location(s), and this will not entitle you to a refund under any circumstances.
• You acknowledge that another agent may submit information to OVO Tool Local or a location listing provider which may override information you submitted about a business location.
• You acknowledge that the services contemplated by this Agreement involve sending location data to third party location listing providers who will then have the right to use this data in any way they wish, and OVO Tool has no control over this data once it is pushed to third parties.
• You acknowledge that location data aggregators and business listing services are not obligated to accept your listing, or any or all of the information you submit via OVO Tool Local related to a business location.
• You acknowledge that OVO Tool reserves the right to change the mix of OVO Tool Local location data aggregators and business listing services in current and future TOU at our discretion.
Payment for Subscriptions As a Subscriber, you must agree to the payment terms presented to you at the time you sign up for Services on the Sites.
You are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You may not receive further notice of your renewal after signing up for a subscription, and you must visit your Subscription and Billing page to find out when your subscription is set to renew. Subscriptions recur either monthly or annually in most cases, depending upon the renewal term you choose during the signup process.
You are responsible for ensuring that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use that credit card. OVO Tool reserves the right to implement fraud-protection measures including, without limitation, temporarily charging small amounts to your credit card to determine that it is a valid credit card and you are authorized to use it.
Cancellation of Subscriptions. For security reasons, an email or phone call to OVO Tool is not sufficient to cancel your OVO Tool subscription, which you may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to a refund under any circumstances. You will continue to have access to the Sites and Services you have paid for until the end of your subscription term, but will lose access if the subscription is not in good standing.
No Refunds. OVO Tool is not obligated to provide you a refund at any time. If you choose to cancel your OVO Tool subscription during your subscription term, you will not be refunded, in whole or in part. If you choose to downgrade your subscription during your subscription term, you may be entitled to a pay a lower, pro-rated amount as of the date of renewal, but you are not entitled to a cash refund at any time.
Multiple Subscriptions. Each OVO Tool account has a single credit card associated with it. If a subscription to one OVO Tool service is suspended due to OVO Tool inability to process that credit card, and you subscribe to a second OVO Tool service while that first service is suspended (by, for example, changing the credit card associated with your account) but before it is cancelled (a period which is currently 15 days, but is subject to change), OVO Tool reserves the right to use the valid payment method associated with the second service to reinitiate the suspended service.
OVO Tool assumes no obligations to screen and does not routinely pre-screen User Generated Content posted via the Sites or in connection with the Services. OVO Tool does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of OVO Tool and under no circumstances will OVO Tool be liable in any way for any User Generated Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, emailed, or otherwise transmitted via the Sites. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Generated Content you post or store on the Sites or otherwise provide to OVO Tool. Notwithstanding its lack of obligation, OVO Tool may remove any User Generated Content at any time at its sole discretion, including User Generated Content that in the sole judgment of OVO Tool violates this TOU or which may be offensive, illegal, or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. OVO Tool assumes no obligation to maintain or store your content. OVO Tool may delete, modify, or restrict the display of User Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation, violation of the TOU, or violation of the OVO Tool Community Etiquette; once deleted, User Generated Content may not be retrieved.
OVO Tool does not claim ownership of User Generated Content. Subject to the rights granted to OVO Tool in this TOU, you retain full ownership of all of User Generated Content to the extent you would otherwise have intellectual property rights or other proprietary rights associated with it.
When you post User Generated Content to the Sites, you authorize and direct OVO Tool to make such copies as OVO Tool deems necessary to facilitate the posting and storage of User Generated Content on the Sites and provide the Services to you.
You further authorize OVO Tool to anonymize and aggregate User Generated Content and any data you share with us (“User Data”), including data associated with your google analytics and social media profiles. You authorize OVO Tool to use such content and data, by way of example and not limitation, to enable OVO Tool to provide current or future services and for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites (including authorization to access any third party account or profile), you grant OVO Tool, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content and User Data, in all present and future media, and in any manner relating to the Sites or Services.
In addition, with respect to User Generated Content that you elect to post or transmit on the community portions of the Sites ("Interactive Content"), including without limitation your User Profile, YouOVO Tool, the OVO Tool Blog, and the Q&A service, and any other future OVO Tool sites or services that are designed to be viewed by the public or other Subscribers, you grant to OVO Tool, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Interactive Content, in whole or in part, in all present and future media and in any manner relating to the Sites or Services (including, without limitation, in connection with the appearance of such Interactive Content on OVO Tool and on the sites of our affiliates, partners and others with whom OVO Tool may have business relationships relating to the Sites) and the distribution and promotion of the Sites. You further agree that OVO Tool is free to use any ideas, know-how, concepts, techniques or other materials implied by Interactive Content.
You may remove Interactive Content from the Sites at any time. If you choose to remove Interactive Content, any license granted above for the content shared by on you on the community portions of the Sites will remain in effect. You acknowledge that OVO Tool may retain archived copies of such Interactive Content.
OVO Tool may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. OVO Tool reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that OVO Tool shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
OVO Tool may from time to time offer opportunities to earn credits toward future Services ("Services Credits"). For example, OVO Tool may offer OVO Tool Pro Services Credits to a User or Subscriber if that User or Subscriber refers a customer who purchases a OVO Tool Pro Subscription and remains in good standing.
These Services Credits are awarded at the discretion of OVO Tool. They may be revoked at any time, for any reason, at OVO Tool's discretion. In no event shall credits ever be redeemable for cash, exchanged, sold, or rolled into a separate account. Unused credits may expire at the discretion of OVO Tool.
If, for example, OVO Tool issues Services Credits for a referred account that is later deemed not to be an actual person or company, or the referred account is otherwise not in good standing, was fraudulently obtained, or later sought a refund for any payments associated with it, such Services Credits may be revoked and voided. OVO Tool may also undertake other actions (such as terminating your subscription or banning you from any future referral program) for such behavior at the reasonable discretion of OVO Tool.
OVO Tool owns the visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Sites ("OVO Tool Content"). OVO Tool Content specifically excludes User Generated Content.
OVO Tool owns the copyrights, trademarks, service marks, trade names and other intellectual property and proprietary rights throughout the world associated with OVO Tool Content, the Sites, and the Services.
Users may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the OVO Tool Content in whole or in part except as expressly authorized in writing by OVO Tool. OVO Tool does not grant any express or implied rights in OVO Tool Content to Users, and all rights in and to the Sites and to OVO Tool's Content are retained and reserved by OVO Tool.
Moreover, the term OVO Tool and anything on the Sites that identifies or distinguishes OVO Tool from other goods are services are registered or unregistered trademarks of OVO Tool (the "OVO Tool Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the OVO Tool Trademarks without OVO Tool's prior written consent.
Upon receipt of notice as described above, OVO Tool will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.
Users agree to indemnify and hold OVO Tool and its affiliates, officers, agents, subsidiaries, partners and employees harmless from any loss, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) User Generated Content or User Data you submit, post, transmit, or make available through the Sites or Services, (ii) your unauthorized use of the Sites or Services, (iii) your connection to the Services, including your use of the Services to provide a link to other Sites or to upload content or other information to the Sites, or (iv) your violation of the Terms Of Use or OVO Tool Community Etiquette, or (v) your violation of any rights of another including but not limited to another's copyright or other intellectual property right.
You acknowledge that OVO Tool cannot provide the Services at a reasonable price without limiting its liability as set forth herein, so, as an express condition of use of the Sites or Services, you agree to limit OVO Tool's potential liability to you as described in this clause. This limitation of liability is a fundamental element of the basis of the bargain between OVO Tool and you as a User.
OVO Tool does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Sites or Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Sites. Under no circumstances will OVO Tool or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Sites or transmitted to or by any Users.
To the extent permitted by applicable law, OVO Tool shall not be liable for any consequential, special, or incidental damages or lost profits resulting from your access to or use of the Sites or Services, whether based on breach of contract, breach of warranty, tort (including negligence), or any other legal theory. This includes your inability to access or use (including due to modification, suspension, blocking, discontinuance, cancellation, or termination of the Services or any part thereof) the Sites or Services. Without limiting the foregoing, you specifically acknowledge that OVO Tool is not liable for the defamatory, offensive, infringing, breaching, fraudulent, or illegal conduct of other Users or third parties and that the risk of injury from the foregoing rests entirely with you. These limitations apply to any matter related to the Sites, Services or its content; third party Internet sites, programs or conduct; viruses or other disabling features; incompatibility between the Services and other services, software, or hardware; and any delay or failure in initiating, conducting, or completing any transmission or transaction in connection with the Services in an accurate or timely manner. These limitations also apply even if this remedy does not fully compensate you for any losses, or fails its essential purpose; or even if OVO Tool knew or should have known about the possibility of the damages.
Some states, provinces and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Users in these jurisdictions.
As a consequence of the global nature of the Internet, you agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically and without limitation, you agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which you reside.
Changes to Services. OVO Tool may change the Services from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Services. OVO Tool reserves the right to cancel, suspend, or block your access to the Sites or Services at its sole discretion for violations of these terms, the OVO Tool Community Etiquette, or for any other reason and without notice (subject to any contractual rights you have with specific Services), and access to any Services is dependent upon you complying with any applicable laws.
Electronic Form. By accessing the Sites or Services, you consent to have this Agreement provided to you in electronic form. Please print a copy of this Agreement for your records.
Notices. If OVO Tool must send you additional information regarding the Sites or Services, or in connection with this Agreement, you consent to receiving this information electronically. OVO Tool may provide required information to you by email at any address you registered with the Sites or Services or via the Sites or Services itself. Notices provided to you via email will be deemed given and received on the transmission date. You understand and agree that this Agreement and any notices given pursuant to this Agreement are enforceable in electronic format. OVO Tool is not obligated to notify you if changes are made to this Agreement, so please check the terms regularly.
Forum and Jurisdiction. This Agreement is governed by the laws of the State of Washington, U.S.A., without regard to its conflict of law provisions. All disputes related to or arising from this Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Seattle, Washington; to which jurisdiction and venue you and OVO Tool each irrevocably consent.
Additional Rights and Obligations. If any provision of this TOU is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; the remaining provisions will remain in full force and effect. Any party's failure to act with respect to a breach of this Agreement does not constitute a waiver or affect that party's rights to act subsequently. Users may not assign rights or delegate any duties under this Agreement. OVO Tool may assign rights or delegate duties under this TOU in connection with a merger, reorganization, or sale of substantially all of its assets. This TOU will bind successors and permitted assigns.
Entire Agreement. The Terms of Use (along with the Privacy Policy, OVO Tool Community Etiquette, and any Subscriber agreement or other agreement incorporated by reference) constitutes the entire agreement between you and OVO Tool and govern your use of the Services, superseding any prior agreements between you and OVO Tool (including, but not limited to, any prior versions of the Terms of Use).