Exclusive Placements – Terms of Service
Effective Date: January 1, 2023
The Marketing Service Agreement (“Agreement”) along with any attachments, Order Forms, or other information included with the Agreement, sets forth the terms and conditions under which Business will provide the Marketing Services selected by the Client.
This Agreement is incorporated by reference into and made a part of any Order Form and related information (as defined below), provided to the client by Business, authorized by you, and submitted to Business. This Agreement governs the relationship between you and Business. This Agreement also applies to any Marketing Services you may obtain from Business without an Order Form, such as free trials, premiums, purchased services, or other limited time offers.
If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to be bound by this Agreement.
Client authorizes Business to act on Client’s behalf as Client’s local search marketing provider during the term of the Agreement, with respect to all Marketing Services provided by Business hereunder. Such authorization includes, but not limited to the right to post, publish and edit Client’s Web business profile information and Internet and social media advertisements and (where elected by Client) to post content to such profiles or advertisements. For Organic SEO Services, Client will provide Business with login credentials for accessing Client’s website and/or will add Business’s designee as an ADMIN user for Client’s website platform, in either case, for purposes of making approved edits to Client’s website to accomplish the Organic SEO Services on Client’s behalf.
B. Timing of Payment. Management Fees are billed on a recurring monthly basis commencing on the Effective Date of the Term, unless stated otherwise. Business shall have the right to charge the Client Card/Account in accordance with this Agreement. Business may notify the Client via the email address provided on the Agreement of any issues regarding payment processing. You understand and acknowledge that if at the time of Payment, Business is unable to secure payment via Client’s elected payment method, the Marketing Services and/or your account may be suspended or terminated if timely payment is not received thereafter.
A. Term. The Term for the Marketing Services being provided shall commence upon Business’s acceptance of an Agreement on the date of its execution and upon receipt of the initial payment (the “Date of Agreement”) and shall continue on a month-to-month basis in accordance with the terms and conditions set forth in this Agreement, unless otherwise agreed to by the Parties.
B. Cancellation. You may cancel any Marketing Service at any time and for any reason by providing a seven (7) day notice as listed on the Agreement. To cancel your agreement, you may contact a Client Service Manager by phone at 951-330-3078 or you may request cancellation via email, at email@example.com.
C. Termination for Cause. Business may terminate this Agreement with thirty (30) days prior written notice (the “Notice Period”) if the Client is in material breach of its obligations hereunder and such breach has not been cured at the conclusion of the Notice Period.
D. Suspending Marketing Service. Business may suspend the Marketing Services at any time for operational reasons (if required by exigent circumstances, including without limitation, significant security breach, propagation of malware, other viruses, or other improper, unlawful or fraudulent use). You may also request that your Marketing Services be suspended, however, it will be in Business’s sole discretion to determine if a suspension will be provided.
E. No Refunds. Due to the nature of the Services, all Marketing Service Charges expended or earned by Business are non-refundable.
F. Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding your company that was posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to Business as of the effective date of termination.
PRODUCT SPECIFIC TERMS
RECORDING AND TRACKING CALLS
INTELLECTUAL PROPERTY MATTERS
A. License to Business. You hereby grant to Business and its agents, publishers, or employees, a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted in this Agreement or otherwise by Client), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing Site, to the extent necessary for Business to perform the Marketing Services. Notwithstanding anything contrary herein, title and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors.
B. Business Additional Services. If you request that Business provide any creative or design services, you will remain fully responsible for any content you provide to Business. With respect to any content created by Business, as between you and Business, Business shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.
A. BUSINESS. You will indemnify, defend (with counsel reasonably acceptable to Business) and hold harmless Business, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in this Agreement; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. Business reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If Business does assume the defense of such a matter, you will reasonably cooperate with Business in such defense. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Business’s prior written consent.
B. CLIENT. Business will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Business technology used in connection with its provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that written notice is given to Business promptly of such claims and that you provide such assistances as may be reasonably required in the defense of such matters.
DISCLAIMER OF WARRANTIES
LIMITATIONS OF LIABILITY
B. Third-Party Services. Some of the Marketing Services may incorporate third-party products and services and Business may incorporate such services and or products without your consent, provided that such incorporation is deemed imperative to Business’s performance to you under the referenced Agreement.
C. Liability Defined. Business shall have no financial obligation to you under these terms nor under your Agreement beyond the total sum paid by you for said services.