Terms and Conditions
Governing Law: This agreement is governed by the laws of the State of California, without regard to conflict of law provisions. Any disputes arising out of this agreement shall be resolved exclusively in the state or federal courts located in California.
Arbitration: Any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Arbitration shall take place in California.
Confidentiality: Any information supplied by one party to the other marked “Confidential” must be used only for purposes of this agreement and not disclosed to third parties without discloser’s consent. Confidentiality obligations survive termination.
Limitation of Liability: In no event shall either party be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or relating to this agreement, whether based on breach of contract, tort (including negligence), product liability or otherwise, even if such party has been advised of the possibility of such damages. Total cumulative liability for either party under this agreement shall not exceed the total amount paid by customer under this agreement.
Indemnification: Customer agrees to defend, indemnify and hold harmless Company, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s use of the services or software; (ii) Customer’s violation of any term of this agreement; or (iii) Customer’s violation of any law or regulation.
General Conditions: This agreement cannot be delegated, transferred or assigned without mutual written consent. This agreement is governed by laws of California with mandatory venue in that state. Prevailing party in any dispute may recover reasonable costs and attorneys’ fees.
Background: Agency will provide the services outlined in the Scope of Work. Against this background, the Parties have agreed to the terms in this Agreement.
Commencement Date: Agency will begin services upon signing of this agreement.
Services Provided: Agency will provide CRM system implementation and management along with Paid Ad Management. Agency has the right to bill additionally, upon mutual agreement, for any extra services requested by Client based on a written estimate and email approval from Client.
Representation and Warranties: Agency represents and warrants that the services provided under this Agreement do not violate or infringe, or shall not at any time violate or infringe, the intellectual property rights of any third party.
Termination: If Client terminates early, Client remains responsible for paying the monthly fee for the remaining portion of the initial term. After the initial term, Client will only be responsible for fees during the 30 day notice period. If Agency terminates early, Client will only be responsible for monthly fees through the termination date and will receive a pro-rated refund for any unused portion of fees paid in advance.
Severability: If any provision of this agreement shall be unlawful, void, or unenforceable, then that provision shall be deemed severed from this agreement and shall not affect the validity or enforceability of the remaining provisions.
Modifications: Changes or modifications to this agreement must be made in writing and signed by authorized representatives of both parties.
Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements, whether written or oral, relating to the subject matter of this agreement.
Working Hours and Contact Information: Hours of operation are Monday through Friday, 9:00am – 6:00pm. All voicemails and emails received after hours will be addressed the following business day.
484 264 2200
Termination Clause: If Client terminates early, Client remains responsible for paying the monthly fee for the remaining portion of agreement. After the initial term, Client will only be responsible for fees during the 30 day notice period. If Agency terminates early, Client will only be responsible for monthly fees through the termination date and will receive a pro-rated refund for any unused portion of fees paid in advance.
Execution:This Agreement shall be considered executed and binding once digitally signed by authorized representatives of both Parties. The commencement date and services provided will begin based on the terms outlined herein upon execution.