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TERMS & CONDITIONS
Engagement
Client, by its execution hereof, engages Water Damage Marketing as an independent consultant to perform the services outlined in the proposal on the reverse side of these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the terms and provisions contained on the reverse side of the Terms and Conditions, are hereinafter referred to collectively as the “Agreement.”
Term
This Agreement shall become effective on the date accepted by Water Damage Marketing on the reverse side of this Agreement and shall continue for one full year (12 months) and then continue on a month-to-month basis thereafter. We do require a 30 Day Notice of Cancellation of Services. This Agreement may be terminated immediately by Water Damage Marketing if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Water Damage Marketing or otherwise makes it difficult for Water Damage Marketing to perform the services contracted hereunder, or (iii) Water Damage Marketing discovers that Client is utilizing its website for any purpose that violates federal, state or local law.
Fees and Payments
During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Water Damage Marketing. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Water Damage Marketing shall be terminated immediately. Once paid, all fees shall be nonrefundable. Water Damage Marketing reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Water Damage Marketing for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
General Changes
During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Water Damage Marketing. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Water Damage Marketing shall be terminated immediately. Once paid, all fees shall be nonrefundable. Water Damage Marketing reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Water Damage Marketing for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
Timing
Water Damage Marketing will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Water Damage Marketing. Water Damage Marketing shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Water Damage Marketing’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Water Damage Marketing’s obligations under this Agreement.
Client Authorization
Client authorizes Water Damage Marketing to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Water Damage Marketing’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Water Damage Marketing; (iii) upload such pages and content to the Client’s website as Water Damage Marketing deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Water Damage Marketing to provide the services subscribed for hereunder; and (v) communicate with third parties as Water Damage Marketing deems necessary in its sole discretion to perform Water Damage Marketing’s services hereunder, including but not limited to Client’s web designer
Client Consent to Installation of Telephone Tracking Numbe
Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Water Damage Marketing, but understands that Water Damage Marketing will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Water Damage Marketing will port the telephone tracking number to Client at no cost to Water Damage Marketing
Client Consent to Installation of Telephone Tracking Numbe
Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Water Damage Marketing, but understands that Water Damage Marketing will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Water Damage Marketing will port the telephone tracking number to Client at no cost to Water Damage Marketing
Pay Per Click Services
Client consents to Water Damage Marketing using reasonable efforts needed in order to improve campaign based on fluctuating market and competitor trends. Cost Per Lead will fluctuate due to monthly trends and can not be guaranteed by any member of the Water Damage Marketing team. Client will be allowed access to View campaign strategy, keywords, ads and landing pages through a monitored screen-sharing session with a member of the Water Damage Marketing team, but they will not be given access to view campaign on their own in order to avoid potential strategy sharing with Water Damage Marketing agency competitors. Client understands that all PPC Campaigns are the intellectual property of Water Damage Marketing and Clients will not be given access in order to view the strategy put into place before or after termination. Client consents that they will be responsible for all payments and expenses to any Advertising Channels used and will take responsibility for all balances upon termination. Client understands that all Ad accounts, marketing materials and graphics used on Advertising Channels are property of Water Damage Marketing even upon termination of services.
Email Marketing Services
If a client has agreed to an Email Marketing Package, client consents to providing an updated Customer Email List to our team on a monthly basis in order to ensure that their monthly specials are being sent to their most recent customers. If client does not provide team with a Monthly Special prior to the deadline, their monthly email will be sent to the most updated list our team has.
Social Media Marketing
If a client has agreed to a Social Media Package, client consents to providing our team with updated account logins in order for our team to post effectively and in a timely manner. Client consents to understanding that a Social Media Package with us does not guarantee in-bound leads as Social Media is used as a brand awareness tool. Should lead generation be the goal, a Social Media Ads package may make more sense. Inquire about this if necessary.
Termination of Services
Upon termination of this agreement, whether the reasoning was due to non-payment or client’s choice to end the contract, Client shall have sixty (30) days from the effective date of termination to move it’s website to another website host. If Client has not, by the end of such sixty (30) day period, moved it’s website to a new website host, Water Damage Marketing shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Water Damage Marketing’s server, with no liability to Water Damage Marketing for such removal.
If at some point in the future our agreement ends and the client wants to move in a different direction they have 3 options for transition their site:
1. Clients can pay Water Damage Marketing $50 per month to continue hosting on the Water Damage Marketing server.
2. Clients can contract with our recommended provider IT4Hire to implement their website with a hosting provider of their choice.
3. If a Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.
Hosting & eMail Management:
Client understands that Water Damage Marketing will host their website on our server but not their email. If a client requires a solution to manage and maintain email accounts then they can set that up with their IT provider or Water Damage Marketing will recommend a provider to configure their email account(s) for them at an additional fee paid to that provider directly.
Ownership
In the event of termination, the Parties agree that the website, graphics & content developed by Water Damage Marketing on behalf of the client as a function of this agreement will be released to the client at no additional charge once they have been onboard and paid for at least 12 (twelve) months of service. Alternatively, Client can buy out the website prior to 12 months of payments with a one-time payment of $3,500 (three thousand five hundred). After that time the Client may request an electronic copy of the Website Files & Database to be implemented and installed by a 3rd party on a new host (Unless a maintenance/hosting agreement with Water Damage Marketing is acquired by the client). Modifications by Client or their 3rd party may be required for the website to function adequately depending on the new host. This third-party, shall thereafter be solely responsible, and Client shall not hold Water Damage Marketing liable, for any aspect of the Website including, but not limited to: wordpress updates and forward compatibility, Licensed plugins and add ons, redirects, form settings, hosting Website on a non-Water Damage Marketing server, and implementing a satisfactory transition of the Website.
Client Acknowledgments
Client makes the following acknowledgments: (i) that Water Damage Marketing cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Water Damage Marketing will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Water Damage Marketing hereunder depend upon a number of factors outside of Water Damage Marketing’s control, Water Damage Marketing cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Water Damage Marketing cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Water Damage Marketing shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.
Client Representations and Warranties; Indemnity:
Client represents and warrants to Water Damage Marketing the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Water Damage Marketing the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Water Damage Marketing. Client indemnifies and holds harmless Water Damage Marketing and Water Damage Marketing’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.
Governing Law/Arbitration:
This Agreement shall be governed by and under the laws of the State of Florida without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside
TERMS & CONDITIONS
Engagement
Client, by its execution hereof, engages Water Damage Marketing as an independent consultant to perform the services outlined in the proposal on the reverse side of these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the terms and provisions contained on the reverse side of the Terms and Conditions, are hereinafter referred to collectively as the “Agreement.”
Term
This Agreement shall become effective on the date accepted by Water Damage Marketing on the reverse side of this Agreement and shall continue for one full year (12 months) and then continue on a month-to-month basis thereafter. We do require a 30 Day Notice of Cancellation of Services. This Agreement may be terminated immediately by Water Damage Marketing if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Water Damage Marketing or otherwise makes it difficult for Water Damage Marketing to perform the services contracted hereunder, or (iii) Water Damage Marketing discovers that Client is utilizing its website for any purpose that violates federal, state or local law.
Fees and Payments
During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Water Damage Marketing. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Water Damage Marketing shall be terminated immediately. Once paid, all fees shall be nonrefundable. Water Damage Marketing reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Water Damage Marketing for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
General Changes
During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Water Damage Marketing. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Water Damage Marketing shall be terminated immediately. Once paid, all fees shall be nonrefundable. Water Damage Marketing reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Water Damage Marketing for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
Timing
Water Damage Marketing will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Water Damage Marketing. Water Damage Marketing shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Water Damage Marketing’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Water Damage Marketing’s obligations under this Agreement.
Client Authorization
Client authorizes Water Damage Marketing to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Water Damage Marketing’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Water Damage Marketing; (iii) upload such pages and content to the Client’s website as Water Damage Marketing deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Water Damage Marketing to provide the services subscribed for hereunder; and (v) communicate with third parties as Water Damage Marketing deems necessary in its sole discretion to perform Water Damage Marketing’s services hereunder, including but not limited to Client’s web designer
Client Consent to Installation of Telephone Tracking Numbe
Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Water Damage Marketing, but understands that Water Damage Marketing will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Water Damage Marketing will port the telephone tracking number to Client at no cost to Water Damage Marketing
Client Consent to Installation of Telephone Tracking Numbe
Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Water Damage Marketing, but understands that Water Damage Marketing will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Water Damage Marketing will port the telephone tracking number to Client at no cost to Water Damage Marketing
Pay Per Click Services
Client consents to Water Damage Marketing using reasonable efforts needed in order to improve campaign based on fluctuating market and competitor trends. Cost Per Lead will fluctuate due to monthly trends and can not be guaranteed by any member of the Water Damage Marketing team. Client will be allowed access to View campaign strategy, keywords, ads and landing pages through a monitored screen-sharing session with a member of the Water Damage Marketing team, but they will not be given access to view campaign on their own in order to avoid potential strategy sharing with Water Damage Marketing agency competitors. Client understands that all PPC Campaigns are the intellectual property of Water Damage Marketing and Clients will not be given access in order to view the strategy put into place before or after termination. Client consents that they will be responsible for all payments and expenses to any Advertising Channels used and will take responsibility for all balances upon termination. Client understands that all Ad accounts, marketing materials and graphics used on Advertising Channels are property of Water Damage Marketing even upon termination of services.
Email Marketing Services
If a client has agreed to an Email Marketing Package, client consents to providing an updated Customer Email List to our team on a monthly basis in order to ensure that their monthly specials are being sent to their most recent customers. If client does not provide team with a Monthly Special prior to the deadline, their monthly email will be sent to the most updated list our team has.
Social Media Marketing
If a client has agreed to a Social Media Package, client consents to providing our team with updated account logins in order for our team to post effectively and in a timely manner. Client consents to understanding that a Social Media Package with us does not guarantee in-bound leads as Social Media is used as a brand awareness tool. Should lead generation be the goal, a Social Media Ads package may make more sense. Inquire about this if necessary.
Termination of Services
Upon termination of this agreement, whether the reasoning was due to non-payment or client’s choice to end the contract, Client shall have sixty (30) days from the effective date of termination to move it’s website to another website host. If Client has not, by the end of such sixty (30) day period, moved it’s website to a new website host, Water Damage Marketing shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Water Damage Marketing’s server, with no liability to Water Damage Marketing for such removal.
If at some point in the future our agreement ends and the client wants to move in a different direction they have 3 options for transition their site:
1. Clients can pay Water Damage Marketing $50 per month to continue hosting on the Water Damage Marketing server.
2. Clients can contract with our recommended provider IT4Hire to implement their website with a hosting provider of their choice.
3. If a Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.
Hosting & eMail Management:
Client understands that Water Damage Marketing will host their website on our server but not their email. If a client requires a solution to manage and maintain email accounts then they can set that up with their IT provider or Water Damage Marketing will recommend a provider to configure their email account(s) for them at an additional fee paid to that provider directly.
Ownership
In the event of termination, the Parties agree that the website, graphics & content developed by Water Damage Marketing on behalf of the client as a function of this agreement will be released to the client at no additional charge once they have been onboard and paid for at least 12 (twelve) months of service. Alternatively, Client can buy out the website prior to 12 months of payments with a one-time payment of $3,500 (three thousand five hundred). After that time the Client may request an electronic copy of the Website Files & Database to be implemented and installed by a 3rd party on a new host (Unless a maintenance/hosting agreement with Water Damage Marketing is acquired by the client). Modifications by Client or their 3rd party may be required for the website to function adequately depending on the new host. This third-party, shall thereafter be solely responsible, and Client shall not hold Water Damage Marketing liable, for any aspect of the Website including, but not limited to: wordpress updates and forward compatibility, Licensed plugins and add ons, redirects, form settings, hosting Website on a non-Water Damage Marketing server, and implementing a satisfactory transition of the Website.
Client Acknowledgments
Client makes the following acknowledgments: (i) that Water Damage Marketing cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Water Damage Marketing will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Water Damage Marketing hereunder depend upon a number of factors outside of Water Damage Marketing’s control, Water Damage Marketing cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Water Damage Marketing cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Water Damage Marketing shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.
Client Representations and Warranties; Indemnity:
Client represents and warrants to Water Damage Marketing the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Water Damage Marketing the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Water Damage Marketing. Client indemnifies and holds harmless Water Damage Marketing and Water Damage Marketing’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.
Governing Law/Arbitration:
This Agreement shall be governed by and under the laws of the State of Florida without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside
