1. Services to be performed. eMarketing Concepts agrees to perform Internet marketing and website design services (the “Services”) on Buyer’s behalf, according to the Services selected as part of this online sign-up process. eMarketing Concepts agrees to provide the Services to Buyer each month in exchange for the fees set forth in this online sign-up process.
eMarketing Concepts and Buyer agree that the Services that eMarketing Concepts performs on behalf of Buyer are intended to enhance Buyer’s online presence and performance, and that there are continual, consistent changes to the various search engine algorithms that take place from time to time by the search engine companies themselves for which eMarketingConceptss has no direct control.
Therefore, eMarketing Concepts and Buyer agree that eMarketing Concepts, in its sole discretion and without notice to Buyer, has the right to modify the Services selected by Buyer anytime during the Term provided that eMarketing Concepts reasonably believes that said changes in Services will likely provide better results to Buyer.
2. Term of Agreement. This Agreement will become effective and is fully executed when the Buyer (or sales representative on the buyers behalf) checks the box acknowledging that he/she has read and agrees to the terms and conditions contained in this Agreement, provides payment, as well as provides his/her name at the final stage of this online process representing his/her digital signature thereon. By providing payment information, the buyer “opts in” to the eMarketing Concepts Terms and Conditions. The Term of this Agreement begins from its date of execution and shall continue on a month-to-month basis until such time as the date a party terminates this Agreement as provided below. For Website Store agreements, the Term is different; see below.
3. Termination of Agreement. This Agreement is month-to-month. Notice of termination shall be given only in writing, by Buyer to eMarketing Concepts at 100 Corporate Pointe, Suite 260, Culver City, CA 90230 or by email to: email@example.com or by eMarketing Concepts to Buyer at the street address or email address provided by Buyer during the sign-up process, or to Buyer’s updated street or email address as provided in writing by Buyer to eMarketing Concepts thereafter. eMarketing Concepts is entitled to one final payment after buyer cancels, if the bill date is within 48 hours of cancellation date as shown in these Terms & Conditions, on the payment Portal and on the Buyer’s receipt.For Website Store agreements, pre-Term termination is not available; see below.
4. Website Store Term and Termination. Website Store plans have a fixed term as set forth in the Plan Summary that Buyer agrees to before purchase (the “Website Agreement Term”). During the Website Agreement Term, Buyer may not cancel this Agreement for any reason. eMarketing Concepts makes a substantial investment in the creation of Buyer’s website, and Buyer agrees that all the revenue eMarketing Concepts receives for the Website Agreement Term’s monthly payments constitutes liquidated damages in the event Buyer breaches this Agreement. eMarketing Concepts retains ownership of the website and the consumer traffic to the website until the Website Agreement Term has ended. In the event Buyer breaches this Agreement before the Website Agreement Term has ended, eMarketing Concepts may shut down the website until Buyer has made payment in full including late fees. After the Website Agreement Term has ended, Buyer shall own the website as provided for in this Agreement, and Buyer’s plan will automatically continue on a month-to-month term that Buyer may cancel at any time.
5. Payment. In consideration for the Services to be performed by eMarketing Concepts, Buyer agrees to pay eMarketing Concepts a campaign management and consulting Set-up Fee, plus a Monthly Fee for the duration of the term. The Set-up Fee and the first Monthly Fee are due upon execution. The second Monthly Fee shall be paid one month after this Agreement is executed, and subsequent Monthly Fee payments shall be paid by the same day each successive month.
6. Late Fees. Late payments by Buyer shall be subject to late fees of 1.5 % per month from the due date until the amount is paid. Any EFT payment returned or rejected by Buyer’s bank shall be subject to a $30 NSF fee payable by Buyer to eMarketing Concepts. eMarketing Concepts has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than 30 days.
7. Intellectual Property Ownership. eMarketing Concepts will provide Buyer its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise (“Work Product”). eMarketing Concepts grants Buyer a royalty-free nonexclusive worldwide license to use the Work Product for the purpose of marketing and selling Buyer’s products and services. The license shall have a term that expires at the time this Agreement terminates and is conditioned upon full payment of the compensation due eMarketing Concepts under this Agreement. eMarketing Concepts retains all other rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in the Work Product.
8. eMarketing Concepts’ Reusable Materials. eMarketing Concepts owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“eMarketing Concepts’ Materials”). eMarketing Concepts may include eMarketing Concepts’ Materials in the work performed under this Agreement. eMarketing Concepts retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in eMarketing Concepts’ Materials. eMarketing Concepts grants Buyer a royalty-free nonexclusive license to use any eMarketing Concepts Materials incorporated into the work performed by eMarketing Concepts under this Agreement. The license shall have a term running concurrently with the term of this Agreement and shall not be transferred by Buyer.
9. Approval/Disapproval. Emarketing Concepts and Buyer acknowledge that Emarketing Concepts operates on tight schedules whereby the completion of many tasks and results rely on the timely completion of Company’s operational process. Towards this end, Emarketing Concepts and Buyer agree that any optimizations and/or changes to the Buyer’s site, as well as content posted on Buyer’s behalf, shall be deemed Buyer approved and/or authorized to be posted to third party sites (ie. Facebook or Twitter) if within in one day business day Emarketing Concepts does not receive any communication from Buyer that Buyer disapproves of said work.
10. Exclusive Agreement, Modifications, Waivers, Severance. This is the entire Agreement between eMarketing Concepts and Buyer. Any modifications to this Agreement must be in writing, and signed by both parties. Any waiver shall not be effective against any party unless in writing executed on behalf of such party. In the event that any of the provisions of this Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
11. Warranty. Buyer must report any deficiencies in eMarketing Concepts services to eMarketing Concepts in writing within 30 days of performance to firstname.lastname@example.org to receive warranty remedies. Software bugs, search engine algorithmic changes, downgrading and/or degradation of incoming links are to be expected and addressed under the terms of this Agreement. Buyer’s exclusive remedy for any breach of the above warranty shall be the re-performance of eMarketing Concepts’ services. If eMarketing Concepts is unable to re-perform the services, Buyer shall be entitled to recover the fees paid to eMarketing Concepts for the deficient services. Every effort will be made to complete all aspects of the optimization process. If any part of eMarketing Concepts performance of the Services cannot be performed due to website limitations beyond eMarketing Concepts’ control, Buyer waives these services.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.
12. Limited Liability. eMarketing Concepts’ total liability to Buyer under this Agreement for damages, costs and expenses shall not exceed the compensation received by eMarketing Concepts under this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
13. Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient’s address as stated on this Agreement; or, Three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement; or, When sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
14. No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
15. Refunds. All sales are final. There are no refunds or credits of any kind.
16. Applicable Law and Venue. The laws of the State of California shall govern this Agreement. The venue for any legal action to enforce the terms of this Agreement will be in Los Angeles County, California and both parties expressly submit to the jurisdiction of the state and federal courts located in Los Angeles County, California.