Terms and Conditions
This Agreement ("Agreement") is entered into by and between Funnel Driven, LLC ("Company")
and _Purchaser from page_ with a start date of _Date of purchase_.
WITNESSETH
WHEREAS, Company has experience and expertise in the development of online marketing and consulting strategies ("Strategies") for web pages, web sites, and other computer networks; and,
WHEREAS, Company builds web sites, develops marketing, and consulting campaigns to help enhance both traffic and search engine rankings for its clients web sites; and,
WHEREAS, Client desires to have Company develop and deploy said Strategies with regard to Client's URL below:
http://www._Purchasers URL or company__
Term and Termination - This Agreement shall be effective as of the date Client signs this Agreement. This Agreement shall have a term as outlined on the estimate and can be renewed for successive one-month periods unless Client provides a written notice of non-renewal at least thirty (30) days prior to the end of the current term. This Agreement may be terminated by either party upon written notice to the other, at least thirty (30) days prior to the end of the current term. This Agreement may be terminated by Company immediately if Client (i) fails to pay any fees hereunder, (ii) fails to cooperate with Company, or (iii) hinders Company is ability to perform the Services hereunder.
Services - Company agrees to provide Client with Services agreed upon between the Parties and described in detail in the Estimate that is attached hereto and incorporated herein by reference. If ranking of Client's website is part of the Services, Company is authorized to use specific keywords and/or phrases provided by Client for development, improving the ranking of, and/or positioning the contents of the Client's URL in search engines and/or directories.
Goals - Company and Client agree to establish goals for Client's campaign during an initial phone call or meeting between Client and Company. Ongoing communication between Client and Company will allow goals to e reassessed and modified on a regular basis, as deemed necessary by Client or Company. These goals shall become the basis of the Scope of the Work for Client's campaign.
Client Support - Company is available via phone, email, or online chat Monday through Friday, between the hours of 9:00 am MST and 5:00 pm MST, excluding national holidays.
Fees; Limitations on Refunds and Cancellation Fees - Client agrees to pay Company as follows:
For hourly consulting. Client shall pay the per hour amount listed on the Estimate which shall be billed and paid monthly. Additionally, there may be hourly services that not listed on the Estimate above that are agreed upon verbally or via electronic communication between Company and Client. Client Agrees to pay all fees billed by Company under this Agreement.
The Estimate is prepared and agreed to by both Company and Client and may include monthly installment payments. Client agrees to pay all fees billed by Company under this Agreement.
The Estimate is prepared and agreed to by both Company and Client and may have a total cost listed. Client agrees to pay all fees billed by Company under this Agreement. The fee(s) must be received prior to the start of any term of Services. After receiving the fee(s), Company will promptly begin its Services per this Agreement between the Parties.
Company and Client agree that advance payments may be made for multiple terms that have been agreed upon by Client and Company. All authorizations of advance payment must be made in writing, signed by Client and Company.
Client further agrees to pay upon cancellation/termination the amount of any fees or other amounts due to Company for services already provided under the Agreement prior to Company receiving a request for refund. Any refunds shall only apply to future services and Company shall have thirty (30) day s form the date Client requests any refund in which to pay said refund.
Company is hereby authorized to charge Client's credit card account, ACH transfer, bank account transfer, or other payment mechanism for any amounts owed from time to time by Client to Company.
Default - All payments not received within five (5) days of the due date will result in default. Any charge back or dispute filed by Client to a charge made to Client's credit card, ACH transfer, or other payment method will result in default subject to the terms and conditions below.
Upon default, Company reserves the right to remove all marketing campaigns and any other ongoing campaigns for Client's site(s). Client will use good-faith efforts to resolve the default promptly.
If default persists for more than thirty (30) days, Company shall remove all marketing campaigns and any other ongoing campaigns for Client's site(s), suspend all services to Client, and will pursue collection efforts it deems necessary for collecting all outstanding fees.
All amounts outstanding to Company shall be assessed late fees at a rate of one and one-half percent (1.5%) per month.
Charge Back; Credit Card Dispute; Default - Client agrees that due to the unusual nature of merchant service accounts and credit card processors, any credit card charge back or dispute by Client shall be considered a default and subject to liquidated damages. Both Client and Company acknowledge that a charge back will negatively affect Company in a number of ways that are not easily quantifiable and may cause irreparable harm. The liquidated damages listed in this paragraph are stipulate and agreed upon that the sum is not a penalty, but rather a reasonable measure of damages for resolving issues with that arise from a charge back or dispute with Company's merchant service companies and/or credit card processors. Therefore Client agrees and will be required to pay to Company the sum of twenty thousand dollars ($20,000), as liquidated damages, for each credit card charge back or charge dispute. The liquidated damages outlined in this paragraph shall be separate from and in addition to any damages due and owing to Company as a result of a default by Client.
In the event the liquidated damages clause set forth herein is found to be penal in nature because it gives the Company the option to invoke it, the parties agree that the liquidated damages provision shall apply and the option shall be null and void.
Client Responsibilities - Client agrees to provide Company with access to its website and/or social media sites for uploading new pages, and making changes for the purpose of its Services or approval to go through a third party. Furthermore, Client agrees to authorize Company use of all Client's logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for Client's campaign.
Client Acknowledgement's - Client understands, acknowledges and agrees that Company has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client's website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
Client further acknowledges that some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Client's website. Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listing will "reappear" without any additional submissions. Should the listing not reappear, Company will re-submit the website based on the current polices of the search engine or directory in question.
Company is not responsible for any costs associated with downtime, inventory, sales, or for changes in any search engine or directory. Company shall also not be responsible for any other loss that may occur in the operation of Client's website.
Website Changes - Company is not responsible for changes made to Client's website by other parties that adversely affect the search engine or directory rankings of Client's website.
Additional Services - Additional services not listed herein will be provided for a fee to be determined by Company and Client. Company is not responsible for developing new content or writing new copy for Client. Client will be charged an additional fee for writing content, based on an agreed upon fee. All advertising conducted on Google or other online and social platforms will be implemented under the management of Funnel Driven, LLC.
Indemnification - Client shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorney fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Company (the "Client Content"), or (b) a claim that Company's use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
Disclaimer of All Other Warranties - Company does not warrant that the services will meet the Client's expectations or requirements. Online websites, advertising, and media inherently runs the risks of algorithmic changes of search engines. Company offers no guarantee of present or future placement in any specific search engine. Except as otherwise specified in this Agreement, Company provides its services "AS IS" and without warranty of any kind. The Parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this Agreement, performance or inability to perform under this Agreement, the content, and each Party's computing and distribution system.
Limited Liability - In no event shall Company be liable to Client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from the course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this Agreement, loss of data, or any performance under this Agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. Company makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
Client Representations - Client makes the following representations and warranties for the benefit of Company:
Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company are owned by Client, or that Client has permission from the rightful owner(s) to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion in the Services are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such elements.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet electronic commerce.
Confidentiality - The Parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The Parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each Parties Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The Parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Force Majeure - neither party will be liable for, or will be considered to be in breach or default under this agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Parties reasonable control or that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the effective Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Relationship of Parties - Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement the employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Notice and Payment - any notice required to be given under this agreement shall be in writing and delivered to the other designated party, mailed by certified mail, registered or Express mail, return receipt requested or by Federal Express or UPS to the address indicated below. Either party may change its address to which notice or payment is to be sent by written notice to the other party.
Company: Funnel Driven, LLC
Contact: Bryce Vance
Address:
City/State/Zip:
Email: bryce@drivenroi.com
Email Cc:
Direct Accounting Phone:
Client: Purchaser
Contact: Purchaser
Address: Purchaser
City/State/Zip: Purchaser
Email: Purchaser
Email Cc:
Phone:
Disputes - Client and Company agree to make good faith efforts to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within thirty (30) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, may be submitted to arbitration in Ada County, Idaho and in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the Idaho Arbitration Act as found in Idaho Code § 7-901 et seq,. Any use of arbitration for dispute resolution under this Agreement shall be at the sole discretion of Company.
Governing Law - This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Idaho, without regard to its conflict of laws rules.
Jurisdiction and Venue - If either party brings against the other party any proceeding arising out of this Agreement, including any arbitration or litigation proceedings, that party must bring that proceeding only in Ada County, Idaho. Both Parties hereby submit and stipulate to the exclusive jurisdiction of the Fourth Judicial District in Ada County, Idaho for purposes of any such proceeding.
Agreement Binding on Successors - The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
Assignability - Client may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to Clients campaign to ensure on-time completion.
Waiver - No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
Severability - If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, because, or provision and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
Merger and Integration - This Agreement is the final and complete agreement between the Parties. No prior discussions, offers, and negotiations shall supersede this Agreement.
