Terms of Service
Customer means the individual or entity that has subscribed for the Service under the terms and conditions of this Agreement.
Customer Data means data submitted, stored, sent or received via the Services by Customer or a User (as defined below).
Email means any email or other communications generated or sent through the Service by a User.
Fees means the charges by Nuclear Networking for subscription to or use of the Service.
Nuclear Networking means Nuclear Networking, Inc. of 2149 S Holly St Suite 100, Denver, CO 80222
Order Form means the Nuclear Networking order form, proposal, or forms and any ancillary Nuclear Networking terms completed and processed by and with Customer to sign up for the relevant Service.
Service means hosting of the specific Nuclear Networking SEO or consulting services identified during the ordering process.
Technology means the Nuclear Networking technology and underlying software and proprietary and intellectual property rights therein.
Term means the Initial Term or any Renewal Term, as defined in Section 7 below.
USD means United States dollars.
User means Customer’s employees, representatives, consultants, contractors, customers or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by or for Nuclear Networking at Customer’s request).
As used herein, “personal data”, “processing”, “processor”, “subprocessor”, “controller” “data exporter”, “data importer” and “data subject” shall have the meanings given to them in Directive 95/46/EC of 24 October 1995.
- TERMS OF SERVICE FOR NUCLEAR NETWORKING
- Scope of Services:
Beginning on the Effective Date, and ending _______ (xx) months post Effective Date (the “Initial Term”), we will provide Client with services (“Services”) as described in the Statement of Work (the “SOW”) set forth in the Exhibit (“Exhibit A”). Our work for you under this Agreement will be limited to the assignments listed in the Exhibit; any additional service, projects, and related budgets agreed to by the parties will be set forth in additional SOWs generally in the form of an Exhibit, sequentially numbered and signed by both parties. Such signed SOWs will be governed by and become part of this Agreement and Agreement will automatically renew for successive _______ (xx) month terms. At least thirty (30) days prior to the expiration of the Initial Term or any renewal term, either party may give written notice of nonrenewal and termination to the other party if the party does not wish to renew this Agreement. Any change in the terms and conditions of this Agreement shall be mutually agreed upon in writing prior to any performance of those services, and each will be incorporated by reference as additional exhibits to this agreement.
- Billing and Payment
The Client shall pay Nuclear for the work performed hereunder as set forth on the applicable SOW. Fees or commissions payable to Nuclear for services are in addition to, and not inclusive of, Nuclear’s fees for other services that may be listed in the SOW, such as design, branding, hosting, and content distribution and syndication. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Nuclear, subject to Client approval. Each invoice hereunder is due and payable upon receipt after its invoice date, and Nuclear will automatically bill Customer’s credit card if applicable. All rights of the Client herein are conditioned on Nuclear’s receipt of full payment. In addition, Nuclear may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Nuclear shall not be liable for any damages, losses or liabilities that may arise out of Nuclear’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 1.5% per month. Customer agrees that Nuclear may charge such unpaid Fees and charges to Customer’s credit card or otherwise bill Customer for such unpaid Fees and charges. Nuclear shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
- Client Representative
In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Nuclear (the “Client Representative”). The Client Representative shall be responsible for coordination and review of Nuclear’s services and notifying Nuclear of Client instructions, change orders, and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.
- Client Obligations and Materials
Nuclear’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. Nuclear shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.
All copy provided by the Client shall be in electronic format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.
- Approval of Work
Nuclear reserves the right to not commence work until the signed SOW has been received. Within five business days following receipt of any deliverables, the Client will provide Nuclear with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, Nuclear does not receive the foregoing written notice.
The Client’s written approval of any deliverables, materials, plans or other Work created or produced by Nuclear in the course of the provision of the Services, or any cost estimate, will constitute Nuclear’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which Nuclear considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work.
Nuclear will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Nuclear will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
Unless otherwise stated in this Agreement or agreed by the parties in writing, Nuclear’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as Nuclear is able to negotiate with the relevant supplier.
Nuclear shall act as principal in all such contracts, but all rights and liabilities as between the Client and Nuclear shall correspond to those between Nuclear and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation. Nuclear shall use reasonable efforts to procure best commercial terms for the Client, and on the Client’s written request Nuclear shall supply the Client with the relevant terms and conditions.
Notwithstanding the above, unless the parties agree to different arrangements in writing, Nuclear shall negotiate with any talent or celebrities (if applicable) on behalf of the Client, but the Client shall contract with such suppliers directly in order to derive maximum benefit from the relationship.
- Legal Clearances and Indemnification
The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Nuclear and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client.
- Liability of Nuclear
Nuclear shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Nuclear or by Client. Nuclear shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Nuclear’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.
- Confidential Information; Non-Solicitation
Confidential information is that which relates to the Client’s or Nuclear’s research, development, trade secrets or business affairs and includes, in the case of Nuclear’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Nuclear and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement.
- Rights, Ownership and Usage
Customer acknowledges and agrees that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content or information presented to Customer through the Service or by advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Each party retains all right, title and interest in its data, information and intellectual property rights, and nothing in this Agreement is intended to transfer or diminish such rights. The parties further acknowledge and agree that as between the parties, Nuclear owns all right, title, and interest in the Service, applications and the Nuclear technology and underlying software and proprietary and intellectual property rights therein. The use by Licensee of any of these rights is authorized only for the purposes set forth herein and upon expiration or termination of this Agreement for any reason such authorization will cease, except that:
(a) Nuclear may use and distribute such work as part of its portfolio for promotional purposes;
(b) Nuclear reserves the right to display graphics of Client logo and other content elements as examples of Nuclear’s work in Nuclear’s portfolio.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this agreement will continue in full force and effect.
- Term and Termination
Either party may terminate this Agreement upon giving thirty (30) days prior written notice to the other. Upon termination of this Agreement by Client without Nuclear’s fault or consent, Client will be responsible for any and all expenses and third-party costs reasonably incurred by Nuclear through the end date of cancellation. Client shall also remain obligated to pay all fees for the terminated Services that would have been payable hereof and under the terminated applicable SOW(s) for the remainder of the applicable Term as if such termination had not occurred. At Nuclear’s election, Client’s delay of work under this Agreement for a cumulative period of more than thirty (30) days without Nuclear’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Nuclear’s fault, Client shall give Nuclear written notice detailing the nature of Nuclear’s fault and possible remedies, whereupon Nuclear shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Nuclear’s fault’ as described above.
- Hiring of Nuclear Staff Members
If Client hires any staff member that has been contracted or employed by Nuclear in the 6 months preceding the hiring, to be an employee of, or non-Nuclear consultant of, Client or its affiliates during the term of this Agreement and for six months after the end of this agreement, Client agrees to pay Nuclear a recruiting fee to replace such team members. This fee shall be fifty percent of the greater of the annual base salary Client is now paying or Nuclear had paid to any such team members. Client will be billed for this fee in the month following the announcement of Client’s hiring of any such account team members. Nuclear may waive this fee at its discretion.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Governing Law; Jurisdiction
This Agreement shall be interpreted and construed in accordance with the laws of the State of Colorado, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in the City and County of Denver, Colorado for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
- Entire Agreement.
This Agreement, together with its exhibits, addenda, schedules and attachments, and documents incorporated by reference herein, states the entire agreement between the Parties and supersedes all previous proposals, negotiations and other written or oral communications between the Parties with respect to the subject matter hereof.
Any and all notices required or permitted hereunder shall be sent by certified mail, return receipt requested, to the address of the party for which intended, set forth below its signature hereto and, in the case of Nuclear.
FREQUENTLY ASKED QUESTIONS
Google Analytics Access
“What if I am unable to provide Google Analytics admin access at the account level?”
Nuclear Networking may not be able to build and report on social demographic profiles, conversions, lead tracking, ADS metrics, campaign performance, ADS conversions, ADS leads, ADS social demographics, established baseline metrics, set up high-level performance reporting, and more. This may result in less effective service.
Website and Platform Access
“What if I am unable to provide top-level / admin access to the backend of the website?”
Nuclear Networking may not be able to properly track conversions, complete on-site optimization, implement features like click-to-call, set up a proper sitemap, download and maintain beneficial plugins, edit robot text files, set up 301-redirects, implement site speed optimization, implement efficient micro tagging, implement or access webmaster tools, and more. Nuclear Networking will also be unable to efficiently monitor spam and crawl errors, index content, or set up high-level performance reporting. This may result in less effective service.
File System Access
“What if I am unable to provide FTP/SFTP access”
Nuclear Networking may not be able to efficiently edit the robot text file, set up 301-redirects, implement site speed optimization, or recover from site crashes. This may result in less effective service.
Google My Business Access
“What if I am unable to provide Google My Business access”
Nuclear Networking may not be able to properly connect Ads, optimize the platform to be Google friendly, adjust company information, link the profile, correct crawler inconsistencies, and more. Nuclear Networking wouldn’t be able to take full advantage of location-based marketing features in Ads, to the detriment of businesses that target a local service area. This may result in less effective service.
Google Ads Account Access
“What if I am unable to provide past Ads account access”
Nuclear Networking may not be able to manage old ads that will compete with new campaigns, correct previous mistakes that would hinder the success of new campaigns, apply negative/ non-converting keywords, optimize the initial budget, manage the account or apply any of the past research to new builds. This may result in less effective service.
YouTube Channel Access
“What if I am unable to authorize top-level YouTube channel access”
Nuclear Networking may not be able to report on viewing audience demographics for any video campaigns or take advantage of opportunities to target audiences more effectively. This may result in less effective service.
Copy and Design Approval
“What if I am unable to deliver campaign requirements and/or approve ad copy/paid marketing opportunities in a timely fashion”
Nuclear Networking may not be able to launch a client’s campaign on the scheduled or preferred dates. Not all campaign requirements may be met. Nuclear Networking may not be able to take advantage of opportunities to improve the performance of a client’s paid ad account. This may result in less effective service.
Site Updates and Recommendations
“What if I am unable to implement Nuclear Networking’s site updates or recommendations in a timely fashion?”
Nuclear Networking service results may be affected resulting in less desirable results. Nuclear Networking may not be able to launch a client’s campaign on the scheduled or preferred dates. Not all campaign requirements may be met. Nuclear Networking may not be able to take advantage of opportunities to improve the performance of a client’s SEO campaign or paid ad account. This may result in less effective service.
This policy also explains your choices about how we use information about you. Your choices include how you can object to certain uses of information about you and how you can access and update certain information about you. If you do not agree with this policy, do not access or use our Services or interact with any other aspect of our business.
Where we provide the Services to an organization (for example your employer) that organization controls the information processed by the Services, and our Services are governed by our
What information we collect about you
We collect information about you when you provide it to us, when you use our Services, and when other sources provide it to us, as further described below.
Information you provide to us
We collect information about you when you input it into the Services or otherwise provide it directly to us. We collect information about you when you register for an account, create or modify your profile, set preferences. For example, you provide your contact information and, in some cases, billing information when you register for the Services. The Services include the Nuclear Networking products you use, where we collect and store content that you post, send, receive and share. This content includes any information about you that you may choose to include. We collect certain payment and billing information when you register for certain paid Services.
Information we collect automatically when you use the Services
Information we receive from other sources
We may receive information about you from other Service users, from third-party services, from our related companies, and from our business and channel partners. Other users of our Services may provide information about you when they submit content through the Services. We may receive information about you when you or your administrator integrate or link a third-party service with our Services. For example, if you create an account or log into the Services using your Google credentials, we receive your name and email address as permitted by your Google profile settings in order to authenticate you. We may work with a network of partners who provide consulting, implementation, training and other services around our products. Some of these partners also help us to market and promote our products, generate leads for us, and resell our products. We receive information from these partners, such as billing information, billing and technical contact information, company name, what Services you have purchased or may be interested in, evaluation information you have provided, what events you have attended, and what country you are in.
How we use the information we collect
How we use the information we collect depends in part on which Services you use, how you use them, and any preferences you have communicated to us. Below are the specific purposes for which we use the information we collect about you.
To provide the Services and personalize your experience:
We use information about you to provide the Services to you, including processing transactions with you, authenticating you when you log in, provide customer support, and operate and maintain the Services.
For research, performance, analytics, and development:
We are always looking for ways to make our Services smarter, faster, more secure, integrated, and useful to you. We use observations and data about how people use our Services and feedback provided directly to us to troubleshoot and to identify trends, usage, activity patterns, and areas for integration and improvement of the Services.
To communicate with you about the Services:
We use your contact information to send communications via phone, email, and within the Services, we also may send you communications as you onboard to a particular Service to help you become more proficient in using that Service. These communications are part of the Services and in most cases, you cannot opt-out of them. If an opt-out is available, you will find that option within the communication itself or in your account preferences inside the Service.
To market, promote and drive engagement with the Services:
We use your contact information and information about how you use the Services to send promotional communications that may be of specific interest to you, including by email and by displaying Nuclear Networking ads on other companies’ websites and applications, as well as on platforms like Facebook and Google. These communications are aimed at driving engagement and maximizing what you get out of the Services, including information about new features, survey requests, newsletters, and events we think may be of interest to you. We also communicate with you about new product offers, promotions, and contests. You can control whether you receive these communications as described below under Opt-out of communications.
We use your information to resolve technical issues you encounter, to respond to your requests for assistance, to analyze crash information, and to repair and improve the Services.
For safety and security:
We use information about you and your Service use to verify accounts and activity, to monitor suspicious or fraudulent activity and to identify violations of Service policies.
To protect our legitimate business interests and legal rights:
Where required by law or where we believe it is necessary to protect our legal rights, interests, and the interests of others, we use information about you in connection with legal claims, compliance, regulatory, and audit functions, and disclosures in connection with the acquisition, merger or sale of a business.
With your consent:
We use information about you where you have given us consent to do so for a specific purpose not listed above. For example, we may publish testimonials or featured customer stories to promote the Services, with your permission.
Sharing with third parties
We share information with third parties that help us operate, provide, improve, integrate, customize, support and market our Services.
Compliance with Enforcement Requests and Applicable Laws; Enforcement of Our Rights: In exceptional circumstances, we may share information about you with a third party if we believe that sharing is reasonably necessary to (a) comply with any applicable law, regulation, legal process or governmental request, including to meet national security requirements, (b) enforce our agreements, policies and terms of service, (c) protect the security or integrity of our products and services, (d) protect Nuclear Networking, our customers or the public from harm or illegal activities, or (e) respond to an emergency which we believe in good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.
How we store and secure the information we collect
Information storage and security
We use data hosting service providers in the United States, to host the information we collect, and we use technical measures to secure your data. While we implement safeguards designed to protect your information, no security system is impenetrable and due to the inherent nature of the Internet, we cannot guarantee that data, during transmission through the Internet or while stored on our systems or otherwise in our care, is absolutely safe from intrusion by others.
Other important privacy information
Our policy towards children
The Services are not directed to children under 13 years of age. We do not knowingly collect personal information from children under 13 years of age. If we become aware that a child under 13 years of age has provided us with personal information, we will take steps to delete such information. If you become aware that a child has provided us with personal information, please contact support@NuclearNetworking.com.
Your information is controlled by Nuclear Networking Inc. If you have questions or concerns about how your information is handled, please direct your inquiry to us through the contact details below:
Nuclear Networking Inc
2149 S Holly St Suite 100, Denver, CO 80222