ATTRACT by AudiologyPlus
PLEASE READ AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY THE PROVIDER. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE ATTRACT MARKETING SOLUTION (“the Service” or “the Solution”)
WHEREAS, Attract by AudiologyPlus (“Attract”) is a digital marketing solution providing digital marketing and lead generation services on a monthly basis (see service descriptions listed in Addendum “A”);
WHEREAS, Client seeks to utilize Attract to provide digital marketing and lead generation for their business;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;
- Digital Marketing & Lead Generation Cost & Payments: Client agrees to pay the proposal price each month for services based upon the Attract level of service desired. Services will be billed every thirty (30) days, and payments will be due upon receipt via Automated Clearing House (“ACH”). Client may choose to use a credit card as payment instead of ACH, upon express approval by Provider, but Client will be responsible for payment of the additional credit card processing fees as well. Provider has the right to terminate the agreement in the event the services are not pre-paid by the client. Pricing is based on current scope of work and Attract package selected by Client. In the event additional services are required or there is a major change in the scope of work, then Provider reserves the right to adjust pricing.
- Term of Agreement: Client agrees the term of this agreement will be 13 months. After the initial 13 months, the agreement will automatically renew on a monthly basis unless a written notice of either party’s intent to the other that they will not be renewing is provided 30 days prior to the annual renewal date. In the event that the Agreement is terminated, Provider will remove any and all components of Client’s digital footprint including, but not limited to, de-indexing websites, removing backlinks and business listings, deleting lead-generation business profiles, and the removal of other marketing benefits provided by Attract.
- Content: Provider shall pre-load content onto the Client’s website for use by the Client. This content shall be the sole property of Provider. Client hereby agrees that Client shall not copy or reproduce any of this pre-loaded content. Client may alter or modify the content to suit Client’s needs through use of the provided dashboard, however, Provider shall not be held liable for any content added to the website by Client. Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Provider’s efforts.
- Domain URL Purchase and Maintenance: Client is responsible for the purchase and maintenance of its Domain URL, including annual registration and renewal. Provider does not provide any services concerning registration or maintenance of Domain URLs.
- Additional Tools/Software & Cost: Provider may require certain tool/software/services to support our efforts. Client agrees to be responsible for all costs, whether one time or monthly, for such tools/software. Provider agrees that it will not purchase or subscribe to such software without pre-approval from the Client.
- Additional Services: In the event the Client would like to use Provider for services outside of the scope of services (including, but not limited to customization or changes) agreed to by Provider and Client on the initial Proposal, additional charges will apply.
- Authorization: Client agrees to give Provider access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Provider will use best efforts to secure and protect all passcodes. Only authorized representatives of Provider will be allowed to access passcodes and only on an as needed basis.
- Copyrights and Trademarks: The Client represents to Provider and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Provider for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, defend, and indemnify Provider from any claim or suit arising from the use of such elements furnished by the Client.
- Ownership to Deliverables: Provider or its partners retain the intellectual rights to all items previously owned by Provider/partner. Client retains the rights to all deliverables that are not marked as Provider property. Items that are not specifically transferred to the Client will remain the property of their respective owners. Provider may choose to give the Client a one-time lifetime license for use of any of its intellectual property.
- Work Credit: Client agrees to allow Provider to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Provider’s services to other companies.
- Email Communications: Client agrees that Provider shall send marketing and notification emails to Client via email, such emails not being optional and cannot be unsubscribed from.
- Assignment of Project: Provider reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
- Non-Disclosure: Provider, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non- public confidential information obtained about the Provider to another party.
- Performance Liability: The parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Provider can make no guarantee on the results that may be provided as a result of our work. Provider represents that in good faith it shall make every effort to ensure that the client’s digital marketing is successful, and leads are generated as a result of our work. Provider does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client. In no event, will Provider be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Provider has been advised of the possibility of such damages.
- No Guarantees: Client understands and acknowledges, that Provider makes no promises or guarantees whatsoever concerning the Attract Solutions, including but not limited to, SEO, search engine rankings, or position.
- Indemnity: The client does hereby expressly agree to indemnify and hold harmless Provider, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Provider, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.
- Agreement Revisions: Revisions to this Agreement will be considered agreed to by Provider and Client when requested changes have been signed by both parties.
- Lawful Purpose: Client may only use Provider’s design services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
- Termination: Provider may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and Provider refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Provider for other collection costs and expenses it may occur.
- Entire Understanding: The agreement constitutes the sole agreement between Provider and Client regarding the use of services. It becomes effective immediately upon Client’s electronic acknowledgment, which shall be considered Client’s signature.
- Provider Media Vendors: In connection with Services provided hereunder, Provider has the right to utilize contractors, third-party companies, and vendors selected by Provider at its sole discretion (each a Vendor) to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms Provider deems in its sole discretion as acceptable (Vendor Terms). Provider will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.
- Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.
- Digital Copy of Signature: Both parties agree that a faxed or scanned copy of the signed document or a digital signature or acknowledgement shall be considered acceptable, legal, and legally binding.
- Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey without regard to such state’s principles of conflicts of law. The legal jurisdiction for this agreement shall reside in the New Jersey State or Federal Courts.