Terms of Service
- Authorization: Client has employed the Company, located at 6367 Ivy Street, Nashville, TN 37209, for the specific Marketing project detailed in the online Marketing Proposal; For good and valuable consideration, the receipt of which is hereby acknowledged, Client and the Company, agree as to the following terms and conditions.
- Billing Schedule: Upon signature of the Proposal, the monthly fee will be billed to the credit card provided. The monthly recurring charge will be billed 30 days after the signing date and due on the 1st, or 10th of the following month, depending upon the date of signing. The Client agrees to sign an authorization form granting permission for the Company to bill on an ongoing basis before the Client project goes live. It is the responsibility of the Client to provide necessary assets for the project build to be completed within the 30-day timeframe. Company is not responsible for delayed project timeframe due to necessary assets not being delivered by Client, and will bill the Client according to the original signing date structure.
- Project Deliverables: Client understands they are purchasing a comprehensive digital product to greatly improve their online presence and exposure in their city. During the beginning phase of the project, Client input and cooperation is mandatory. The Client understands the valuable information they provide to the Company regarding their local competitors, their geographic service areas, their areas of expertise, certifications, endorsements, and other information such as Google Business Profile access and Registrar credentials are critical to the success of the project. Deliverables include advertising across a variety of social media platforms to increase exposure in their particular city. Postponed or rescheduled meetings and delays in providing the Company with the necessary information or assets may contribute to the delayed efficacy of the Client’s new marketing system.
- Social Posting: The company will post weekly in feed posts of the client on the college Six Pack Coverage account as well as 8-10 stories each month. The company will also post on the main Six Pack Coverage account once a month for in feed posts.
- Maintenance and Hourly Billing: If the client wants specific posts to be featured they are to send that post via Direct Message on social media, email to Andrew.firstname.lastname@example.org, or text to 615-500-0010.
- Limitation of Liability: In no event shall the Company be liable to the Client or any third party working as an agent for the Client 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 the Client’s web pages or website. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
- Copyrights and Trademarks: Six Pack Coverage makes no warranties of any kind, whether express or implied regarding the Services, including any warranty of merchantability or fitness for a particular purpose. Six Pack Coverage shall not be liable for the unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information. IN NO EVENT SHALL SIX PACK COVERAGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT WILL THE SIX PACK COVERAGE LIABILITY HEREUNDER EXCEED THE TOTAL REVENUES PAID TO SIX PACK COVERAGE BY THE CLIENT UNDER THIS AGREEMENT. In the event that Six Pack Coverage is obstructed, incurs a loss of efficiency in productivity or is delayed in the commencement, prosecution, or completion of the Services, by: (i) the act, failure to act, direction, order, neglect, delay, or default of Client, its agents or employees or any other entity or person employed at Client’s premises, or (ii) by changes in the Services; or (iii) by reason of fire, lightning, earthquake, enemy action, act of God, or similar catastrophe, or by government restrictions in respect of materials or labor, or by a strike or lockout beyond Six Pack Coverage’s reasonable control, then Six Pack Coverage shall not be considered in any way to have breached its obligations hereunder. Client expressly agrees not to make, and hereby waives, any claim for damages, including those resulting from increased supervision, labor or material costs, on account of any delay, obstruction, or hindrance attributable to the aforesaid causes.
- Copyrights and Trademarks: The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Company for inclusion in the project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Company and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. The Client further represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork on the Client’s existing website are owned by the Client, and will hold harmless, protect, and defend the Company and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
- Copyright & Ownership: Copyright, ownership, and all rights of text and graphics provided by the Client, belongs solely and exclusively to Client. In addition, any text the Company creates for the client, produced by the Company belongs exclusively to the Client.The Company reserves the right to withhold copyright ownership if the Client is in arrears to the Company.
- Sole Agreement: The Agreement contained in this “Marketing Contract” constitutes the sole Agreement between the Company and the Client regarding the project outlined above and in the approved and attached proposals. Any additional work not specified in this contract must be authorized by a written change order.
- Miscellaneous: This Agreement shall be governed by the substantive laws of the State of Tennessee without regard to conflict of law principles. The contract constitutes the entire understanding and agreement between the parties hereto and their affiliate, with respect to subject matter, and supersedes all prior or contemporaneous agreements, representatives, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This Agreement may be amended only by written agreement, signed by the parties to be bound by the amendment. Evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter. This letter shall be construed according to its fair meaning and not strictly for or against either party.
- Indemnification: Client hereby indemnifies and agrees to save harmless the Company and each of its affiliates, directors, stockholders, officers, employees, agents, successors and assigns (each an “Indemnitee” and collectively “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including, without limitation, amounts paid in satisfaction of judgments in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claims or alleged claims, and reasonable attorneys’ fees and costs of any nature whatsoever, liquidated or unliquidated (collectively “Losses and, individually a “Loss”) that are incurred by any Indemnity and arise out of or in connection with (i) the breach of any representation, warranty or covenant of Client hereunder, (ii) any Client Materials, (iii) any action taken by Client in connection herewith, or (iv) the unlawful or improper interception or use (by a third party or the Client’s use of Six Pack Coverage’s platform and other services, except to the extent any such Loss shall arise from the willful misconduct or gross negligence of the Indemnity.
- Termination: This Agreement: and the relationship created hereby, may be terminated by Client with or without cause, upon 30 Days written notice given to email@example.com. Once notice is given, if another billing cycle is due on or within the 30-day notice period one final payment will be applied.. Content and client provided images are client property and may be re-used.
- REPRESENTATIONS & WARRANTIES:
14.1. The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Davidson County, Tennessee in accordance with the then prevailing commercial arbitration rules of the North Carolina Uniform Arbitration Act.. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators selected shall select a third arbitrator within ten (10) days of their appointment. The non-prevailing party shall bear its own costs and expenses and the full costs and expenses of the prevailing party, as determined by the arbitration.
14.2. Representations and Warranties:
14.3 The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
14.4. Entire Agreement Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
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