Results Marketing Inc. Terms & Conditions
These General Terms and Conditions are incorporated herein and hereby agreed to by Client as a condition to using the Services of Results Marketing (RESULTS MARKETING).
Term. The initial service term for any of RESULTS MARKETING’s recurring Services is the period stated in the agreement for which the Service is initially provided. If not terminated within thirty (30) days of the end of the initial service term, RESULTS MARKETING’s recurring services automatically renew for successive thirty (30) day periods. In the event of automatic renewal, Client agrees that the then-current undiscounted rates and terms and conditions will apply to automatically renewed Services. In the event this Agreement is renewed, Client will not be charged an additional set-up fee related to your Fixed Product Bundles. In the event of cancellation, Client is responsible for obtaining a publication close date by calling RESULTS MARKETING’s offices.
Cancellation of Agreement/Service: RESULTS MARKETING Requires a written (email or U.S. Mail) 30-day cancellation from Client to cancel any media buys, one-time services, or recurring Services. Services paid for in advance by client will NOT be pro-rated or refunded under any circumstances.
Refunds: Due to media buys, ads, hosting, and other products and services having to be performed or purchased in advance and/or bulk, RESULTS MARKETING offers absolutely NO REFUNDS whatsoever on any services, products, pre-purchased/pre-billed ad budgets/adspends, or offerings including website build/design, SEO (search engine optimization), paid media campaigns (PPC – Pay Per Click, Retargeting Ads, Display Ads, Geo-Fencing ads or campaigns, Social Media organic or Paid campaigns, influencer/celebrity-endorsed campaigns/promotions, media buys (TV, Radio, Billboards, print ads, promotional items, etc.), website hosting or website security services/products, email, text messaging, social messaging services/products/campaigns, etc.
Client Off-boarding Charges/Fees: In the event of client canceling agreement, client may be charged off-boarding fees of $175.00 per hour not limited to moving client website, packaging up client site and sending it to new agency, additional hosting, removing teams access from social media platforms, analytics, website access, call tracking, contact forms, search console, ad platforms, reporting, etc., as well as final invoicing for unpaid additional work/tasks in progress, completed tasks, etc.
General. Except as expressly provided otherwise herein, payment for marketing material development, marketing services, advertising, websites, and other services shall be made to RESULTS MARKETING in advance of all work or advertising placement as requested by RESULTS MARKETING. All payments due hereunder are in U.S. dollars and are exclusive of any sales, use, or similar applicable taxes. Client shall promptly pay all such taxes and any associated interest and penalties. At the commencement of this agreement, initial down payment for website development or other services is applied to initial setup, planning, design, and/or site development and will not be refunded if client cancels agreement before or after completion of website or other services.
Client Representations Indemnification. Client agrees to indemnify, defend and hold RESULTS MARKETING and its licensor(s), agents, representatives, employee and affiliates harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (a) any breach (or alleged breach) of a Client Representation; (b) Client’s failure to comply with all Laws; (c) any act, omission or fault of Client or Client’s employees, agents or contractors in connection with the Client’s use of the Services; (d) any claim that the Client Content or other information provided by Client violates any applicable law or infringes on any third party patent, copyright, trademark, trade secret or other intellectual property or proprietary right; (e) any breach of any applicable export control laws; (e) any transactions initiated through Client’s website and/or payment processing services. Client’s approval of any website content for launch by the completion of payment or other form of authorization approves the use of all elements (photos, videos, content) included therein before its publication or broadcast. Indemnification under this provision shall survive termination of this agreement.
Hold Harmless: Client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork or content provided to RESULTS MARKETING for inclusion on Client’s Website or any other posting, public or private, are owned by Client or that Client has received permission from the rightful owner(s) to use each of the elements, and that Client will hold RESULTS MARKETING harmless, protect and defend RESULTS MARKETING and its subcontractors from any liability, claim, or suit arising from the use of such elements, including but not limited to any copyright, trademark and royalty infringements.
Client acknowledges the following with respect to SEO services: RESULTS MARKETING endeavors to perform its SEO services to provide Client with maximum effect. However, Client acknowledges that RESULTS MARKETING has no control over the policies of search engines, directories, article publication and social bookmarking sites with respect to the type of sites and/or content or linking strategies that they accept now or in the future, all of which are subject to change without notice by the site provider. Due to the competitiveness of some keyword/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, RESULTS MARKETING does not guarantee ranking positions for any particular keyword, phrase, or search term. Client site may be excluded from any of these at any time at the sole discretion of the search engine or other site. RESULTS MARKETING has no control over ongoing changes in search engine ranking algorithms that may affect client site ranking. Search engine algorithms change frequently and without notice and methods applied by RESULTS MARKETING for optimization change frequently and may not work as effectively due to changes made by the site provider. Google has been known to hinder the rankings of new websites or pages until they have proven their viability to exist for whatever period of time Google is then using, which can change without notice, or until the site or pages have enough strength as considered by the particular search engine or site. RESULTS MARKETING disclaims all liability for ranking, traffic, indexing issues related to such penalties. Consequently, Client understands that ranking new website or pages is much more difficult than ranking old and established sites and Client agrees to hold RESULTS MARKETING harmless should RESULTS MARKETING’s efforts to raise the ranking, traffic and/or revenue of any such new site or pages not result in immediate success. Client acknowledges that occasionally search engines will drop or modify listing for no apparent reason. Often the listing will reappear without any additional SEO efforts, but should Client identify any site which no longer identifies Client’s site, Client will immediately notify RESULTS MARKETING of this change.
Technology Limitations and Failures: Client acknowledges that tracking technology, websites, hosting, email, website forms and other technology-related components is subject to change without notice, may be managed by others outside the control of RESULTS MARKETING, or can, at times and for any number of reasons, not be available for their intended use due to many factors within or beyond RESULTS MARKETING’s control. Client acknowledges said limitations and will hold RESULTS MARKETING harmless for any possible damages resulting from any such technology limitations, malfunctions or failures whether or not such they are the result of actions or inactions taken by RESULTS MARKETING or within RESULTS MARKETING’s managerial control.
No Inconsistent Terms: In the event that RESULTS MARKETING, and/or its licensor’s Website has any terms that are inconsistent with the provisions of this Agreement, this Agreement shall control.
Governing law and jurisdiction. This Agreement shall be governed by the laws of the State of Colorado and the parties exclusively submit to the jurisdiction of Arapahoe, Denver & Boulder County, Colorado, with respect to any dispute arising from the enforceability of this Agreement or the claimed breach of any of its terms. All Digital Ads and/or Services shall be deemed to have been created in Arapahoe, Denver, or Boulder County, Colorado.
Dispute resolution, waiver of class action and jury trial, and consent to binding arbitration. In the event Client asserts a claim that RESULTS MARKETING has failed to properly provide the Services identified in this Agreement, Client shall notify RESULTS MARKETING of such alleged default, in detailed writing, and allow RESULTS MARKETING a reasonable time, in no event to be less than ten (10) working days, to commence appropriate corrective measures of any alleged deficiency (or demonstrate the absence of default) before terminating this Agreement or RESULTS MARKETING’s services. Any dispute between Client and RESULTS MARKETING arising out of or relating to this Agreement or any breach thereof shall first be subject to mediation. In the event the dispute is not so resolved, such dispute shall be decided by arbitration. In any legal proceeding relating to this Agreement, the Parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement, including any dispute regarding any Service, omissions, incorrect information, or other errors in RESULTS MARKETING’s work, shall be referred to binding arbitration under the Commercial Rules of the American Arbitration Association. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in any court having jurisdiction thereof.
Legal fees and costs. Should RESULTS MARKETING prevail in any affirmative claim, or successfully defend against Client’s claims, RESULTS MARKETING shall be entitled to its attorney’s fees and cost incurred therein.
Savings Clause. In case any one or more of the provisions contained in this Agreement are determined to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary for enforceability. To the extent it cannot be so modified, the Agreement shall be construed as if such provision(s) had never been contained herein.
No refunds for Ad Buys and other services once rendered. The client understands and agrees that payment for all Ad Buys and many other internet services is required in advance. Once RESULTS MARKETING places an ad campaign with any website on Client’s behalf or obligates itself to any other service on Client’s behalf that requires pre-payment, Client agrees that it will not seek to cancel payment for that service with RESULTS MARKETING or any third-party credit administrator (Visa, MasterCard, PayPal, or any other credit card provider) which Client uses to issue payment for this service to RESULTS MARKETING. Client acknowledges that RESULTS MARKETING may provide Client’s credit card provider with proof the Ad Buys or other service was provided prior to Client’s efforts to cancel payment for those services, at which time Client authorizes its third-party credit administrator to reinstate payment to RESULTS MARKETING without further inquiry.
RESULTS MARKETING’s Remedies. If Client does not pay all charges by 30 days after the due date, fail to meet any other obligation under this Agreement or under any other agreement between the Parties, or make any Client Representation or warranty that is or becomes untrue, RESULTS MARKETING may, without notice: (i) require Client to pay immediately all unpaid amounts Client owes and will owe for all Services due for the entire term of this Agreement; (ii) remove from Publication any ads or other Services that have not been published; (iii) suspend or terminate any Services without liability; (iv) recover all collection costs and attorneys’ fees, and (vii) pursue any other available legal or equitable remedies. If RESULTS MARKETING receives notice from another party contesting Client’s right to use or display a name, trademark, service mark or other content, in addition to the remedies above, RESULTS MARKETING may, without liability to Client, suspend any further work on Client’s behalf until Client has resolved the dispute with the other party to RESULTS MARKETING’s satisfaction.
Confidentiality. Each party agrees to preserve the confidentiality of all the terms of the Agreement, including all financial provisions, and any information it has received from the other party in the performance of the Agreement which is not publicly available. The Parties acknowledge that during the course of the Agreement, a party (“Confidant”) may acquire or otherwise gain access to the other’s (“Discloser”) proprietary or confidential information (collectively, such entity’s “Confidential Information”). Confidential Information shall not include any information which is (i) otherwise publicly available through no fault of the Confidant, (ii) rightfully received from a third party in good faith on a non-confidential basis and not derived directly or indirectly from any breach of a confidentiality obligation, (iii) independently developed by the Confidant without use of Discloser’s Confidential Information as evidenced by such party’s written records or (iv) disclosed pursuant to the receipt by the Confidant of written permission from the Discloser to disclose.
Agreement binding. This Agreement is binding on and for the benefit of Client and its successors. RESULTS MARKETING may assign this Agreement, but Client may not assign any of its rights or delegate any of its duties under this Agreement without RESULTS MARKETING’s prior written consent. Except as otherwise set forth in this Agreement, RESULTS MARKETING shall not lose its rights under this Agreement, even if RESULTS MARKETING does not enforce a right or delays in enforcing a right. RESULTS MARKETING shall not be liable for any damages arising from acts of God or events outside of RESULTS MARKETING’s reasonable control. Client agrees that its acceptance of this Agreement, given electronically, will have the same legal effect as if this Agreement had been personally signed in writing by Client. Imaged copy of this Agreement will be deemed a duplicate original for evidentiary purposes. This Agreement constitutes the entire agreement between the Parties, supersedes any previous understanding or agreement of the Parties, and may be changed only by written instrument, signed by all Parties. There are no representations, either oral or written, other than those set forth herein.
No Warranty: RESULTS MARKETING makes no guarantee/warranty of project timeline or added expenses if RESULTS MARKETING’s SEO and other Services work is destroyed in whole or in part, either knowingly or unknowingly by any party other than RESULTS MARKETING or without the prior consultation and agreement of RESULTS MARKETING. SEO work is considered destroyed in whole or in part if changes such as those listed below inhibit RESULTS MARKETING’s ability to provide its Services to Client:
- Changes in any file or folder names for which RESULTS MARKETING must have access
- Moving a file or folder to which RESULTS MARKETING must have access
- Making changes in the heading of a document, including changing the text in the title tag or removing certain HTML tags required for site authentication
- Deleting a link, folder, file, web document or subdomain
- Modifying text on a web document, including changing the formatting or repositioning the text
- Removing analytics code from the web page which is used to track website traffic
- Linking to any website without prior consultation with RESULTS MARKETING
- Adding a file, folder, web content, widget, or any functionality to Client’s site without consultation with RESULTS MARKETING
- Renaming URLs of existing websites
- Deactivating the website or any part of the website
- Renaming, re-locating, adding, or removing any file, folder or subdomain on a web server
- Changes in the site architecture or anchor test
- Making any changes to an optimized web page without first consulting RESULTS MARKETING
- Client fails to resolve RESULTS MARKETING queries or provide requested content, documentation, or permissions in a timely manner
- In the event of a prolonged server outage on Client’s site
Client Content. “Client Content” means content Client, or any person(s) using Client’s password, supplies to RESULTS MARKETING, posts, or asks RESULTS MARKETING to use in rendering its Services to Client. Client grants RESULTS MARKETING a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, publicly perform, distribute (in any form or media), transmit by any means, and create derivative works from the Client Content in, and for the marketing and sale of, Client’s products and services. Client is solely responsible for the Client Content and will produce and deliver all Client Content in accordance with RESULTS MARKETING’s then current guidelines, procedures, technical requirements, and deadlines. If Client fails to comply with its obligations, RESULTS MARKETING may cancel or suspend its Service to Client.
RESULTS MARKETING Rights in Advertising Content/Copyright/Trademarks. If RESULTS MARKETING creates or supplies any content as part of its provision of Services to Client, the content and the content RESULTS MARKETING creates is RESULTS MARKETING’s sole and exclusive property, except for Client Content and content RESULTS MARKETING licenses from a third party. Client agrees that it has no right to use that content or the advertising developed with that content in other advertising or materials or in any other way or to permit others to use the advertising or content. Client agrees that RESULTS MARKETING owns the copyright in, and all copyrighted portions of, each Publication and Digital Platform used in providing its Services to Client. Client agrees not to use or alter any trademark, trade name, trade dress, or any name, picture, or logo that is commonly identified with RESULTS MARKETING or its affiliates unless permission is granted by RESULTS MARKETING in writing.
Limitation of Liability/Disclaimers. Client agrees to review the Service immediately after their publication or provision and to notify RESULTS MARKETING in writing of any errors or omissions no later than 30 days after the error is first published or displayed or the Services omitted. Client agrees that RESULTS MARKETING may provide free advertising pursuant to its then-current policies instead of a refund or credit to Client’s account and that RESULTS MARKETING will have no liability with respect to any Services provided to Client at no cost. The total aggregate liability for RESULTS MARKETING and its affiliates for errors in or omission of Services, negligence, any breach of this Agreement, and any other cause of action or wrongful act is limited to, and shall in no event exceed, the lesser of (a) the amount by which the value of the Service(s) was/were diminished or (b) the amount Client has paid for the Service(s) giving rise to the liability (the “Liability Cap”). RESULTS MARKETING is not liable for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if Client or RESULTS MARKETING knew or should have known that such damages could or may result. RESULTS MARKETING disclaims any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, RESULTS MARKETING does not warrant, and Client expressly disclaims, any reliance on any statements or representations, including estimates, not contained in the Agreement, including without limitation the number of responses Client may receive in response to RESULTS MARKETING’s work and Services, the number of persons who will view Client’s site as a result of RESULTS MARKETING’s work and Services, or any other business benefit. The limitations in this Section shall apply notwithstanding any failure of an essential purpose under this Agreement. RESULTS MARKETING is not liable to Client for any deviation from or change in RESULTS MARKETING’s policies, practices, and procedures, including without limitation those regarding the provision of RESULTS MARKETING’s Services to Client during the term of this Agreement.