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Terms & Conditions

1. All Marketing Services and Advertising is subject to Agency’s approval.
2. All new contract clients must pay for at least 50% deposit of quote in advance at signing with remaining 50% balance due prior to start of services or first draft is presented. One month’s services in paid in full prior to worked commenced is required.
3. An interest charge of 5% per month will be added to accounts not paid within thirty (30) days of billing date.
4. All advertising must be paid in advance.
5. This agreement cannot be invalidated or cancelled by Client for wrong insertions or omissions by Agency.
6. Limitation of Liability. Agency shall not be responsible for typographical errors. However, in its sole discretion, Agency may reduce the charge for such portion of an advertisement as may have been rendered useless by such typographical error. Agency assumes no responsibility for more than one insertion error in any Product advertisement. Client agrees that in the event Agency fails to publish any advertisement, or makes any error in the publication of any advertisement, or otherwise breaches this Agreement or as a result of any other claims or causes of action, Client’s sole remedy and Agency’s total liability is limited to refunding the cost of the advertisement in question to the extent applicable. Client waives the right to collect any and all other damages, including, but not limited to direct, indirect, incidental, consequential, lost profits damages, or any other damages, regardless of the source of such damages.
7. The rates agreed to in the agreement between Client and Cayseas, LLC shall apply only if Client fully performs this agreement according to its terms. If Client cancels this agreement for any reason other than a rate increase as provided for in paragraph 11 hereof, Client shall pay for either (a) all advertising from the date of this agreement to date of cancellation at the current Open Rate per line, or (b) the outstanding balance due for all advertising contracted for, whichever amount is greater.
8. Any bills rendered to Client by Agency shall be conclusively correct and shall constitute an account stated, unless a specific, written objection is made thereto by Client within thirty (30) days from the date of billing.
9. Agency reserves the right to cancel this agreement at any time without notice if Client fails to pay any bill within thirty (30) days of submission thereof or commits any other breach of this commitment. In the event of such cancellation, Client agrees to pay (a) all advertising from the date of this agreement to date of cancellation at the current Open Rate per line, and (b) all costs of collection, including without limitation reasonable attorney’s fees for the collection of monies due from Client and in enforcing Agency’s rights under this agreement, whether or not a lawsuit is instituted.
10. Client represents to Agency that none of the advertising copy submitted by it to Agency shall give rise to a claim by a third party for fraud, misrepresentation, defamation, trade disparagement, invasion of privacy or infringement of any copyright, trademark or trade name (hereinafter “Third Party Claims”). Client also agrees to defend, reimburse, pay, indemnify and save and hold Agency and its agents and assigns harmless from any liability, loss, damages, judgment or claim or any and all costs and expenses (including without limitation attorney’s fees and costs) incurred by them in connection with any action suit, claim or proceeding in whatever nature threatened or brought against them arising from any advertisement published by Agency for Client pursuant to this agreement, including without limitation any Third Party Claims.
11. Client warrants and represents to Agency that any advertisement submitted to Agency shall be for products or services that are legal in the jurisdiction in which such advertisement is published. Client represents and warrants that it has the legal authority to sell the product or service intended and warrants and that it has and will comply with applicable law. Client agrees to hold Agency harmless and to indemnify Agency from any costs or expenses it incurs as a result of the breach of this representation and warranty.
12. Agency reserves the right to change the rates agreed to herein at any time, provided, however, that if Agency increases advertising rates during the term of this agreement to the Client, Client has the right to cancel this agreement, without short rate penalty charge, within five (5) days of the date on which higher rates applicable to Client are made effective by Agency.
13. If this agreement is signed by an advertising agent for Client, said agency represents and warrants that it is authorized to sign the agreement for its client involved. It is further understood and agreed that the Client benefiting from any advertising ordered by the agency is liable for payment therefore jointly and severally with the agency.
14. Client agrees that in the event new copy is not supplied before the deadline for next insertion, Agency has the right to insert the minimum rate holder.
15. If Online Advertising Materials are late, Client is still responsible for the media purchased pursuant to the Insertion Order, and the Media Company may run a Public Service Announcement (PSA) or house promotion as a replacement until the creative is received.
16. Canceled online campaigns will be subject to a fee of $250 in addition to payment for all impressions served or services performed.
17. Online campaigns priced under current published rate may be subject to pre-emption.
18. Client expressly invites and grants permission to Agency to transmit any advertisement or solicitation pertaining to Agency’s goods and services to Client by any means, including via email.
19. This agreement constitutes the entire agreement between the parties, and NO VERBAL agreements or representations changing or supplementing in any manner the Terms and Conditions hereof shall be  deemed effective.
20. This agreement shall be governed by the laws of Arizona. Any dispute arising under this agreement may be resolved either in court, or by arbitration at Agency’s discretion.

Definitions

For purposes of these Terms and Conditions of Marketing Services (these “Terms & Conditions of Services”), these terms shall have the following meanings: (i) “Client” means the end user purchasing and obtaining Marketing Services from Seller, (ii) “Client Data” means content or information to be accessed, used, or analyzed by Provider Parties while performing Marketing Services, including but not limited to Client web site and social media content (including, without limitation, content, photos, videos, recordings, links, and other items and materials), source code or technical configurations of online or mobile sites, online traffic analytics, marketing campaign goals or metrics, and personal data or online identifiers (e.g., IP addresses, email addresses, cookies) related to individuals who may be consumers or online visitors of Client sites (iii) “Seller” means the seller of Marketing Services to Client, (iv) “Marketing Services” means marketing agency services purchased by Client from Seller, which may include branding, web design, web development, web maintenance, web hosting, social media, local SEO, Organic SEO, paid media, email marketing and management, events, media buying, PR, consulting, or other marketing agency services, and (v) “Provider Parties” means Seller and its subcontractors, suppliers and service providers (and their respective subcontractors, suppliers and service providers) providing Marketing Services for or on behalf of Client.

These Terms and Conditions of Services are a binding contract. They contain important information regarding Client’s legal rights and obligations to use the Marketing Service(s). PLEASE REVIEW THESE TERMS AND CONDITIONS OF SERVICES CAREFULLY. Client is responsible for ensuring that Client’s use of the Marketing Service(s) complies with the terms, conditions, and policies set forth in, or otherwise incorporated into, or referenced in, these Terms and Conditions of Services. IF YOU FAIL TO COMPLY WITH THESE TERMS AND CONDITIONS OF SERVICES, THE PROVIDER PARTIES HAVE THE RIGHT TO TERMINATE THE MARKETING SERVICE(S) PROVIDED TO YOU AND TO TERMINATE THESE TERMS AND CONDITIONS OF SERVICES. If one or more of the Provider Parties takes this action, it (they) may do so immediately and without prior notice to Client.

Right to Access. Client hereby authorizes Provider Parties to access and use Client Data for the sole purpose of providing Marketing Services. Client represents and warrants that such Marketing Services and access by Provider Parties is permitted by law and conforms to the Client’s own contractual obligations or privacy notices. Each Provider Party will use commercially reasonable efforts to maintain the confidentiality of any such Client Data accessed by the Provider Party.

INDEMNIFICATION. CLIENT REPRESENTS AND WARRANTS TO SELLER AND THE OTHER PROVIDER PARTIES THAT CLIENT’S DATA SHALL NOT GIVE RISE TO A CLAIM BY A THIRD PARTY OR GOVERNMENT REGULATORY AUTHORITY FOR FRAUD, MISREPRESENTATION, DEFAMATION, TRADE DISPARAGEMENT, INVASION OF PRIVACY, VIOLATION OF ANY LAW, RULE, OR REGULATION, OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS (COLLECTIVELY “THIRD PARTY CLAIMS”). CLIENT AGREES TO DEFEND, REIMBURSE, PAY, INDEMNIFY AND HOLD PROVIDER PARTIES, THEIR RESPECTIVE PARENTS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, MANAGERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS, CONTRACTORS, SUBCONTRACTORS, INDEPENDENT CONTRACTORS, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, JUDGMENTS OR CLAIMS AND ALL COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION WITH ANY ACTION, SUIT, CLAIM OR PROCEEDING OF WHATEVER NATURE THREATENED OR BROUGHT AGAINST ANY PROVIDER PARTIES ARISING FROM (I) ANY OF CLIENT’S DATA, INCLUDING, WITHOUT LIMITATION, THE ACCESS AND USE OF CLIENT DATA, OR (II) VIOLATION BY CLIENT OF ANY APPLICABLE LAW, ORDINANCE, RULE OR REGULATION, OF ANY STATE, CITY, PROVINCE, POLITICAL SUBDIVISION OR OTHER GOVERNMENTAL BODY.

DISCLAIMER. CLIENT AGREES AND ACKNOWLEDGES THAT THE PROVIDER PARTIES HAVE NOT MADE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE EXPECTED BENEFITS, PROFITABILITY OR EFFECTIVENESS OF THE MARKETING SERVICES, NOR CAN THEY DO SO. THE MARKETING SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. THE PROVIDER PARTIES DISCLAIM ALL WARRANTIES WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE PROVIDER PARTIES DO NOT WARRANT, REPRESENT OR GUARANTEE THAT THE MARKETING SERVICES WILL BE AVAILABLE, UNINTERRUPTED, ERROR-FREE OR SECURE. THE PROVIDER PARTIES HAVE NO CONTROL OVER THIRD PARTIES, INCLUDING SEARCH ENGINE RANKING COMPANIES, SOCIAL MEDIA OUTLETS, BRAND REPUTATION OR PUBLIC RELATIONS OUTCOMES AND FULLY DISCLAIM ALL LIABILITY FOR ANY ACTIONS TAKEN BY ANY THIRD PARTIES.

LIMITED LIABILITY. PROVIDER PARTIES SHALL NOT BE LIABLE TO CLIENT FOR ANY LOST REVENUE, LOST BUSINESS, LOST PROFITS OR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED IN ANY WAY TO THE MARKETING SERVICES, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER PARTIES SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THE MARKETING SERVICES, THESE TERMS AND CONDITIONS OF SERVICES, OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE AMOUNT PAID OR DUE TO SELLER FOR THE DIGITAL SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.

Each party acknowledges that in order to perform the Marketing Services, the parties may provide to each other or a party may be exposed to certain confidential information of the other party, including but not limited to, the identity of customers, business plans and marketing strategies, and any other information identified by a party as confidential, or information that a reasonable person would understand to be confidential under the circumstances. Each party will take all reasonable steps necessary to protect the other party’s confidential information disclosed to it from improper disclosure. Each party will keep all such information confidential and shall not reveal, share or provide any such confidential information to or with a third party without the prior, express written consent of the other party. The obligations of this provision shall not apply to information which (i) is in the receiving party’s possession before receipt from the other disclosing party; (ii) is or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; (iv) is independently developed by the receiving party; or (v) is disclosed by the receiving party under operation of law provided the receiving party gives the disclosing party prompt notice of the requirement to disclose and the opportunity to contest such disclosure.

Either party may cancel the Marketing Services for cause upon failure of the other party to observe or perform any of its duties or obligations pursuant to these Terms and Conditions of Services provided that written notice is provided to the breaching party by the other party describing the default in detail, with such termination becoming effective thirty (30) days after notice has been given to the breaching party if default is not cured by the breaching party. A party also has the right to terminate these Terms and Conditions of Services if the other party is adjudicated bankrupt and becomes insolvent or admits in writing its inability to pay its debts as they mature; or if the other party makes an assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee or receiver; or any proceedings are instituted by or against the other party in respect of any bankruptcy, dissolution, reorganization of creditors or insolvency or other proceeding for the relief of the debtor and such proceedings are not dismissed within thirty (30) days after they have been instituted.

Client agrees that during the provision of Marketing Services under these Terms and Conditions of Services and for a period of one (1) year after the expiration or termination of these Terms and Conditions of Services, Client will not, except with prior written approval of Seller, directly or indirectly, individually or as part of or on behalf of any other person, company, employer or other entity, hire or attempt to solicit for hire any persons who have been or are employed by the Seller or its affiliates.

Unless Client expressly declines (opts out), Client hereby grants to Provider Parties a worldwide, non-exclusive, non-transferable, fully paid license to display Client’s name, trademarks, and logos for the sole purpose of identifying Client as a customer and promoting Provider Parties’ services.

Upon termination of these Terms and Conditions of Services, content, assets, and account access transition will be determined based upon the services delivered and term completion status per the following:argets.

If Marketing Services are obtained on behalf of Client by an advertising agent for Client, said agency represents and warrants that it is authorized to sign enter into these Terms and Conditions of Services on behalf of its client. It is further understood and agreed that agency is jointly and severally liable for Client’s obligations, including payment.

Upon termination of these Terms and Conditions of Services, content, assets, and account access transition will be determined based upon the services delivered and term completion status per the following:

SEO Services: All content created by Provider Parties and residing on the Client’s website are considered owned by the Client only upon payment in full for the Marketing Services. All content and content linking created for the Client residing on non-Client websites will no longer be actively managed and the content will expire based upon the policy, process, and procedure of each website. Standard services such as Google Analytics, Google Webmaster Tools, etc. utilized to manage SEO deliveries will have administrative access transitioned to the Client upon termination and payment in full.

Social Services: All content created by Provider Parties and posted on the Client’s social pages are considered owned by the Client only upon payment in full for the Marketing Services. Standard social services such as Facebook, Twitter, Google Plus, etc. utilized to manage social deliveries will have administrative access transitioned back to Client upon termination and payment in full.

Web Services: The website structure and logic specifically developed for the Client and content created by Provider Parties and residing on the Client’s website are considered owned by the Client only upon payment in full for the Marketing Services. The Client web site(s) hosted and maintained by Provider Parties require web hosting or web maintenance services to keep the web site active. If there is no agreement for these services and payment for such services has been made, Seller, upon request from Client, will provide Client with an electronic copy of the content created by Provider Parties (transition services will be subject to additional fees).

Paid Services: All advertising content created by Provider Parties and posted for the Client is considered owned by the Client only upon payment in full for the Marketing Services. Campaigns cannot be transitioned, but the data and configuration can be transitioned to the Client upon request by Client upon termination accompanied by an additional transfer fee and payment in full.

Fulfillment Services: Deliverables for a service may change at Provider Parties’ option to ensure services meet the latest changes in technology, algorithms, and/or Client market conditions. In the event of service changes Seller will provide notice to the Client.

Seller strives to spend the monthly budgeted amount for paid services; however, due to auction/market conditions, campaign targets, and/or timing of campaigns configuration and approval the exact dollar amount may not be achieved. Spend variance of budget vs. actual is reconciled on a monthly basis with communication to Client on recommendations to achieve campaign targets.

If Marketing Services are obtained on behalf of Client by an advertising agent for Client, said agency represents and warrants that it is authorized to sign enter into these Terms and Conditions of Services on behalf of its client. It is further understood and agreed that agency is jointly and severally liable for Client’s obligations, including payment.

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