Therefore, the Service Provider and the Client agree as follows:
- During the terms of this Agreement, the Service Provider agrees to provide the specific services set forth in the Package as outlined at the time of checkout.
- The services to be provided by the Service Provider to the Client are marketing, including social media marketing, public relations, and development, and other as designed jointly with the Client (the “Services”). The Services to be provided under this Agreement shall be performed at the Service Provider’s place of business and communications will be conducted via email, or upon other means mutually agreed upon by both Parties.
- Client agrees to provide Company the necessary login information and access to software platforms to complete the Services as outlined. The client is responsible for updating and/or changing access upon the termination of the Agreement.
- The client is expected to act professionally and with clear communication with members of the Company. Client agrees to be on time for all meetings and calls. The Client is expected to keep to the agreed-upon time schedule and review materials as needed. Should the Client not review materials on time, Client understands and acknowledges that schedule and deliverables may be delayed and this is not the fault of the Company.
PAYMENT TERMS AND TERMINATION.
These terms are the default unless otherwise stated in Statement of Work below.
- Automatic payments will be drawn on the first (1st) day of each month or the first day of the payment cycle. The Client will make payment via the agreed-upon method. Should payment be rejected, services will be terminated and no deliverables will be delivered to the Client until payment is made.
- Client understands that should payment not be made on time and in full; the Company reserves the right to immediately halt all services, which may cause downstream damage to Client for which Service Provider shall not be liable for, in any way. Should payment not be made by the seventh (7th) day of the month, this Agreement may be terminated at Company’s discretion and the entire fee owed to Company plus any assessed late fees will be due immediately. Unless otherwise agreed upon with the Company prior to, no exceptions will be made in this matter and the Company reserves the right to take legal action to collect payment.
- Credit Card Authorization. Each Party hereto acknowledges that Service Provider will automatically charge the credit card chosen by the Client on the appropriate dates and for the amounts agreed upon. Client agrees not to initiate a charge-back with the merchant services provider prior to initiating a dispute as provided herein.
- The initial term of this Agreement is for one (1) month.
- The client is on a subscription payment schedule, the term will continue to be month to month and the Client may terminate the Agreement anytime prior to the next month’s payment date.
- No refunds will be given once payment is made.
- The Service Provider may terminate this agreement upon thirty (30) days written notice to the Client and Service Provider will not charge Client for remaining time of the Agreement. Notwithstanding that each Party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other Party.
- DISCLAIMERS. By purchasing Services, Client acknowledges that the Company is not providing financial, legal, and/or other professional advice. The Client acknowledges that Company has not and does not make any representations as to a future outcome of any kind that may be derived as a result of the Services. The Client assumes the risk of implementation of any recommendations.
The Service Provider may provide the Client with third-party recommendations for services. Client agrees that these are only recommendations and the Service Provider will not be held liable for the services provided by any third-party to the Client. The Service Provider is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.
Any testimonials, earnings, or examples shown through Service Provider’s website, programs, and/or services are only examples of what may be possible for Client. There can be no assurance as to any particular outcome based on the use of Service Provider’s services. Client acknowledges that Service Provider has not and does not make any representations as to the future outcome of any kind that may be derived as a result of the use of Service Provider’s website, products or services.
- CONFIDENTIALITY AND NON-DISCLOSURE. This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, sessions, or otherwise. Client acknowledges that Service Provider may share confidential information with Service Provider’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement. In the event that any Party is requested by any court or any officer of any court to produce any confidential information, the Party in receipt of such request will notify the other Party within 72 hours of the receipt to afford that Party an opportunity to object to such disclosure.
- INTELLECTUAL PROPERTY RIGHTS. In respect of the intellectual property, content and/or other materials specifically created for the Client as part of this Agreement, Company maintains all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, produced by the Service Provider pursuant to this Agreement.
Any content, photos, or other images provided by the Service Provider will not violate copyright law, will be free stock photos that are in the public domain or are otherwise owned by the Service Provider. The client also agrees that any content and/or images provided to Service Provider are owned by the Client and/or do not violate copyright law.
- .RELATIONSHIP OF PARTIES. It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee. Client and Service Provider shall each be responsible for collecting and remitting any and all necessary taxes and maintaining any necessary permits or licenses.
- DISCLAIMER OF WARRANTIES. The Services provided to the Client by the Service Provider under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
- INDEMNIFICATION. Client shall indemnify, defend, and hold harmless Service Provider, its current and former employees, owners, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of Client or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the Client or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the Service Provider, or its clients, as a result of Client’s actions.
- NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth hereinbelow. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Service Provider or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
- DISPUTE RESOLUTION. Any Party that is alleged to have been in breach of this Agreement shall first be notified, in writing, and granted a reasonable period of time, not to exceed thirty (30) days, in which to cure such alleged breach. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Birmingham, Alabama or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, regardless of the conflict of laws principles thereof. The Parties consent to jurisdiction in St. Clair County, Alabama and to initiate any actions pursuant to this Agreement within Sr. Clair County, Alabama.
- GOOD FAITH. Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorized to execute such an instrument on behalf of both the Client and the Service Provider. By executing this Agreement, both Parties represent that they have the authority necessary to enter into such an agreement.