Terms and Conditions

Keeping Both Parties Safe

1. General. These terms and conditions set forth the obligations of the parties under The Areli Group, LLC’s (“Areli”, “we”, “us” or “our”) Proposals, Service Agreements, Work Orders and/or related documents (collectively hereinafter “Proposals”).

2. Service Provided. Areli is providing services as defined in the Proposals and/or Statement of Work (“Services”). To the extent that the Proposals contradict this document, the terms of the Proposals control.

3. Service Period. This Agreement shall be effective as of the date, execution by the individual or entity for whom Areli is providing services (“Client” or “you”), and shall be for an initial term of twelve (12) months. Client and Areli both reserve the right to review this agreement quarterly. This Agreement shall renew automatically at the end of the prior term for a period of twelve (12) Months unless Areli or Client affirmatively terminates it in accordance with the conditions set forth in this Agreement.

4. Purchase Price. Client is purchasing Areli’s web design, Digital Marketing, Web Hosting, Software development, Content Strategy, Quality Assurance and/or web hosting services pursuant to the purchase price contained in the Proposal, provided to Client and made a part hereof by reference (“Purchase Price”). The Purchase Price shall be paid pursuant to the requirements contained in the Proposal.

Client shall, in addition to the other amounts payable under this Agreement and the Proposals, pay all sales and other taxes, federal, state, or otherwise, however designated which are levied or imposed by reason of the services provided pursuant to this Agreement and the Proposals. Without limiting the foregoing, Client shall promptly pay to Areli an amount equal to any such taxes actually paid or required to be collected or paid by Areli.

Some of the paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by the Client. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and Client accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we reasonably could act.

You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment processors if your payment method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. If you fail to provide any of the foregoing information, you agree that we may continue charging you for any use of paid services under your billing account unless you have terminated your paid services as set forth above.

Areli reserves the right to refuse or suspend service under this Agreement in the event Client has failed to pay any invoice within thirty (30) days of said invoice date, whether it is an invoice for Services provided under this Agreement or any other agreement between the parties. Areli shall not be liable for any damages as a result of suspended services.

Late payments shall be subject to monthly interest on the unpaid invoice in amount(s) until and including the date payment is received, at the rate of 1.5% interest per month. Client shall be liable for all attorney’s fees as well as costs incurred in collection of past due balances including but not limited to collection fees, filing fees, and court costs.

5. Service Limitations. In addition to other limitations and conditions set forth in this Agreement, the following service and support limitations are applicable to all Proposals:

a) All servers, network device and software upgrades not included in the Proposal are outside the scope of this Agreement and the Proposal and may incur additional fees.
b) Manufacturer warranty parts, labor and services are outside the scope of this Agreement.
c) Restoration of lost data caused by system or hardware failure is outside the scope of this Agreement.

6. Modifications. Major changes to this Agreement or the Service Agreement must be evaluated by Areli to determine, in its sole reasonable discretion, whether they constitute “Changes in Scope.” Requests for Changes in Scope (“Change Request”) from the Client must be in writing and must be accepted by Areli prior to becoming effective. Within five (5) business days of delivery of the Change Request (the “Change Review Period”), Areli will evaluate whether the Change Request constitutes a Change in Scope, and provide Client with either (i) a written acceptance of the Change in Scope and a revised Statement of Work that reflects Areli’s estimates of any additional costs and the projected delivery dates for the project; or (ii) a written denial of the Change Request. If Areli fails to provide the Client with a written acceptance of the Change Request within the Change Review Period, the Change Request shall be considered rejected.

7. Warranties and Disclaimers. Areli makes no warranty, guarantees or representations of any kind, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. This includes, but is not limited to, the operation, capacity, speed, availability, functionality, capability or security of any equipment, software or service offered to, or used by Areli and/or Client. Areli does not warrant that any services it offers will be error free or access will be uninterrupted. In no event shall Areli or any of its directors, employees, shareholders, agents or other representatives be responsible for any special, punitive, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of business, loss of data, loss of use or business interruption, income, profit, revenues, or on any theory of liability, arising out of or in connection with this agreement, the services or use thereof even if it has been advised of, has, or should have had, knowledge, actual or constructive, of the possibility of such damages.

8. Limitation Of Remedies And Liability. Areli’s liability on any claim, whether in contract, negligence, tort, strict liability or otherwise, arising in whole or in part out of Services performed or provided, under this agreement or otherwise, shall in no case exceed the lesser of the fees paid to Areli under this agreement or the fees paid to Areli for the portion of services or equipment which give rise to the claim. All causes of action against Areli arising out of or relating to this Agreement or the performance or breach of this Agreement shall expire unless brought within six (6) months after the first date of performance or breach which in whole or in part gives rise to the claim. These remedies are exclusive and in lieu of all other remedies available at law or in equity for any act performed in connection with this Agreement or Proposals, or for any breach of this Agreement, whether brought under a theory of tort liability, contract liability, or any other theory. Without limiting the generality of the foregoing, Areli shall have no responsibility to compensate Client for delays in or loss of use of equipment, loss, impairment or miscalculation of data, loss of revenue or increased costs, loss of facilities, loss or delays in services, or claims of Client’s customers, losses due to any bugs, viruses, Trojan horses, or the like (regardless of the source of origination), or other third parties to whom it provides goods or services, loss of profits or revenue, cost of substitute goods, facilities or services, downtime costs, delays or otherwise.

9. Copyrights and Other Intellectual Property. Areli and Client each owns and retains all intellectual property rights in and to all of the individual parties’ created works of authorship, including, but not limited to all plans, software, software modifications and all modules derived or created from such materials. Both Areli and Client agree that no intellectual property of either party may be distributed or sold in any form or manner without the express written consent of the creating party of the work of authorship in question. Any writing or work of authorship, regardless of medium, created or developed by Areli in the course of performance under this Agreement and related to existing works owned by Areli is “Areli Work,” is not to be deemed a “work made for hire” under the United States Copyright Act of 1976, and is and will remain the sole, exclusive property of Areli. To the extent any Areli Work for any reason is determined not to be owned by Areli, Client hereby irrevocably assigns and conveys to Areli all of its copyright in such Areli Work. Client further hereby irrevocably assigns to Areli all of its patent, copyright, trade secret, know-how and other proprietary and associated rights in any Areli Work.

10. Confidentiality. The term “Confidential Information” means any confidential and proprietary information provided to the Client, its directors, officers, employees, agents, consultants, representatives, affiliates and advisors, directly or indirectly, either oral, written, or digital, including, but not limited to, that which relates to trade secrets, research, product plans, products, services, customers, markets, software, developments, inventions (whether patentable or not), works of authorship, processes, designs, drawings, samples, recipes, models, data, ideas, techniques, engineering, hardware configuration information, technology, marketing, strategic alliances or partnerships (existing or contemplated), actual or anticipated business, business plans, business operations, costs, profits, sales, key personnel, operational methods, self-reported data from third parties, finances, and other information not readily available to the public. Confidential Information does not include information, technical data or know-how which (i) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any improper inaction or action of the Client, (ii) is expressly approved by Areli, in writing, for release (iii) comes into the possession of the Client from a third party that was not, to the best of the Client’s knowledge, subject to any confidentiality restriction, or (iv) is independently developed by the Client without use of the Confidential Information.

Client hereby agrees not to use or disclose any Confidential Information provided to it or its representatives for any reason except to carry out discussions concerning, the Services, Agreement, or Proposals. The Client will, except as required by legal or administrative process, not disclose any Confidential Information except to those representatives who are required to have the information in order to carry out the discussions in connection with and regarding the undertaking of the relationship between Areli and the Client and who are bound by substantially similar obligations of confidentiality as those set forth herein. The Client agrees that it will take all commercially reasonable measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information of Areli in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. The Client agrees to notify Areli in writing of any known unauthorized disclosure, misuse or misappropriation of Confidential Information of Areli promptly after it becomes aware of such unauthorized disclosure, misuse or misappropriation. If the Client or any of its representatives is requested or required by legal or administrative process (such as by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information of Areli, such party agrees to provide Areli with prompt written notice of each such request, to the extent practicable and permitted by applicable law, so that Areli may seek an appropriate protective order. If, absent the entry of a protective order, the Client shall disclose only that Confidential Information required by the legal process.

11. Backup. Client is solely responsible for the preservation of Client’s data which Client saves onto its virtual server (the “Data”). Even with respect to Data as to which Client contracts for backup services provided by Areli, Areli shall have no responsibility to preserve Data. Areli shall have no liability for any Data that may be lost, or unrecoverable, by reason of Client’s failure to backup its Data.

12. Publicity. Each Client is permitted to state publicly that such Client is a Client of Areli’s. Each Client agrees that Areli may include such Client’s name and trademarks in a list of Areli Clients, online or in promotional materials. Each Client also agrees that Areli may verbally reference such Client as a Client of Areli’s and use the Client in a case study.

13. Indemnification. Client hereby agrees to indemnify, save, hold harmless and defend at its sole expense. Areli, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon Client’s use of all services, software or hardware provided or serviced hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement, negligent acts or omissions, intentional wrongful misconduct of the Client or its employees or subcontractors, unauthorized or unlicensed use of any material, placement or operation of equipment in an area that does not comply with the manufacturer’s published space or environmental requirements, improper storage, use or movement of the equipment, trademark infringement and patent infringement. In addition, Client agrees to pay any and all attorney’s fees costs, and any judgment associated with such claim that Areli may incur.

14. Termination. Areli reserves the right, in its sole discretion, to terminate your access to all or any part of the services at any time, with or without notice, effective immediately, including but not limited to as a result of your violation of any terms of this Agreement or any law, or if you misuse system resources, such as, by employing programs that consume excessive network capacity, CPU cycles, or disk IO. Any such termination may result in the forfeiture and destruction of information associated with your Account. Areli may provide prior notice of the intent to terminate services to you if such notice will not, in Areli’s discretion, run counter to the intents and purposes of this Agreement. Any fees paid hereunder are non-refundable and any fees owed to Areli before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as Areli’s costs for collection (including attorneys’ fees) of any such charges or other liabilities. Upon termination, any and all rights granted to Client by this Agreement will immediately be terminated, and Client shall promptly discontinue all use of the Services. If you wish to terminate your Account, you may do so by following the instructions on the Website or through the Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

15. General Provisions:
a) Sole Agreement: This Agreement constitutes the entire and only understanding and agreement between the parties hereto with respect to the subject matter hereof and, except as expressly set forth herein, may be amended only by written agreement, signed by each of the parties hereto.

b) Severability: If a court of competent jurisdiction determines that any term or provision of this Agreement is invalid or unenforceable; such determination shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement, which shall continue to be given full force and effect.

c) Headings, subheadings and captions: Any headings, subheadings or captions of this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any of the provisions hereof.

d) Binding Effect: This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assigns, as the case may be.

e) Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition herein may be expressly waived, but only if such waiver is in writing and signed by the other parties. The failure of either Client or Areli to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, shall not constitute an Agreement to waive such terms with respect to any other occurrences.

f) Governing Law: Notwithstanding the place where this Agreement may be executed by any party, this Agreement, the rights and obligations of the parties, and any claims and disputes relating hereto shall be subject to and governed by the laws of the State of New Jersey as applied to agreements among New Jersey residents to be entered into and performed entirely within the State of New Jersey, and such laws shall govern all aspects of this Agreement. The parties agree to submit to the personal jurisdiction and venue of the state and federal courts in the State of New Jersey, in the venue where Areli has its principal office, for resolution of all disputes and causes of action arising out of this Agreement, and the parties hereby waive all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.

g) Electronic Signatures: Any signature of this Agreement through facsimile or electronic signature shall constitute execution of this Agreement.

h) Statute of Limitations: No party may commence an action under this Agreement more than one (1) year after the expiration or termination of this Agreement.

i) Force Majeure: Areli shall not be liable for any problems due to external causes beyond its control including, but not limited to, any acts or omissions of any governmental authority, shortages or unavailability of materials or supplies, labor disputes, strikes, slow-downs, job actions, acts of declared or undeclared war, acts of a public enemy, terrorist acts, public disorder, riot, civil commotion, court order, sabotage, disputes or differences with subcontractors, natural catastrophe, fire, flood, power failure, communications outages/delays, delays in transportation or deliveries of supplies and materials, or other act of God, virus propagation, improper shut down of the Network or related Network systems/services and any other events beyond the reasonable control of Areli.

j) Attorney’s Fees: Should Areli institute any action to enforce this Agreement, Statement of Work or the Proposals; and/or collect the Purchase Price, Areli shall be entitled to recover all expenses, costs, including but not limited to all attorney’s fees.

k) Association: Areli is an independent contractor with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between Areli and Client.

l) Limitations: Areli shall not be responsible for any delays or deficiencies in the provision of any services resulting to the extent that such delays or deficiencies are caused by Client’s actions or omissions. In the event that such delays or deficiencies occur, Areli shall be permitted to extend any relevant deadline as Areli deems necessary to accommodate such delays or deficiencies.

16. Dispute Resolution. Mindful of the high cost of litigation, you and Areli agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement; (iii) the Services; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and Areli (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) if to Areli, Inc. at: 17 Thomas Road, Glen Gardner, New Jersey, 08826 or (2) if to you at: your last-used billing address or the billing and/or shipping address in your Account information. Both you and Areli agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.

Both you and Areli agree that any dispute or claim, including without limitation, statutory, contract or tort claims, relating to or arising out of this Agreement or the alleged breach of this Agreement, shall, upon timely written request of either party, be submitted to binding arbitration. The party asserting the claim may elect to have the arbitration be in-person, telephonic or decided based only on written submissions. The arbitration shall be conducted in New Jersey. The arbitration shall proceed in accordance with the commercial arbitration rules of the American Arbitration Association (”AAA”) in effect at the time the claim or dispute arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service who is selected pursuant to the applicable rules of the AAA. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Either you or Areli may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. You and Areli waive any right to a trial by jury, so that disputes will be resolved through arbitration. No claim subject to this provision may be brought as a class or collective action, nor may you assert such a claim as a member of a class or collective action that is brought by another claimant. Furthermore, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.