Inbound Marketing Terms & Conditions
Updated April 13, 2018
Acceptance by the Client (as named on the signature page of the associated document) of any proposal, quote, or invoice (a "Proposal") issued by Crush My Market ("CMM"), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and CMM with respect to the responsibilities of CMM and Client pursuant to the Proposal (the "Agreement").
The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon CMM unless made in writing and signed by a duly authorized officer of CMM.
Written or verbal acceptance of any Proposal and/or acceptance of deliverables or services by Client shall constitute Client's assent to these exclusive terms and conditions with respect to such Proposal.
This order and contract shall be governed exclusively by, and be construed in accordance with, the laws of the State of California (except the conflicts of laws provisions hereof).
- Scope of Service. CMM shall provide only those professional services and/or products specified in the Proposal (the "Work"). Client understands and agrees that, unless listed in the Proposal, CMM is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Client requests and CMM agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Client shall promptly pay CMM for such services in accordance with the terms and rates shown in the Proposal or, if no such terms or rates are shown in the Proposal, in accordance with CMM's standard terms and rates for the services performed.
- Fees. Client shall pay CMM for the Work based upon the price or the rates shown in the Proposal.
- Payment Terms. In the event Client fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Client permitting CMM to suspend its performance hereunder, and CMM shall have all other remedies permitted to CMM by law, equity and these terms. Past due invoices shall be interest at the rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower and, if Client has provided CMM with a credit card authorization, CMM shall be entitled to charge the invoice amount and interest against such card. If CMM must take legal action to collect any amount due hereunder, Client shall pay all court costs plus attorney's fees incurred by CMM in bringing such legal action.
- Cancellation. You may cancel at any time after the satisfaction of the initial retainer length specified in the Proposal upon 60 days written notice to CMM.
- Renewal. After the initial retainer length specified in the Proposal, we will continue to provide ongoing inbound marketing services per the terms of this Agreement until canceled by either party upon 60 days written notice to the other party.
- Standard of Care. The Work shall be carried out by CMM in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER CONTAINED IN MATERIALS PROVIDED OR STATEMENTS MADE BY CMM OR OTHERWISE, IS MADE BY CMM WITH RESPECT TO THE QUALITY, RESULT, EFFECTIVENESS OR OUTCOME OF THE WORK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AS TO NON-INFRINGEMENT, AND ANY SUCH ADDITIONAL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Client’s sole remedy for a breach of the foregoing warranty is to require CMM to correct or replace, at CMM’s election, the affected service if the breach of warranty is made known to CMM in writing within 6 months from the date the affected services were provided. CMM DOES NOT PROVIDE ANY WARRANTY OR GUARANTY WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE (SUCH AS THE SOFTWARE PLATFORM OF ANY WEBSITE) AND, ACCORDINGLY, (a) CMM HAS NO RESPONSIBILITY TO CORRECT, OR PAY FOR THE CORRECTION OF, ERRORS OR PROBLEMS ARISING FROM OR CAUSED BY THIRD PARTY SOFTWARE OR HARDWARE, AND (b) CMM DOES NOT WARRANT THAT THE SERVICES OR OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Client assumes all risks related to processing of transactions related to electronic commerce.
- Limitations of Liability. In no event shall CMM or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of CMM’s employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. In no event shall CMM be liable to Client for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Client provides CMM with written notice of the claim within six months of the date the service or deliverable was provided to Client. CMM’s liability for any claim relating to the Work shall be limited to the amount paid to CMM by Client pursuant to the Proposal.
- Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for CMM to timely and fully complete the Work. CMM is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Client or others that are not agents or CMM, and CMM has no obligation to investigate facts or conditions not disclosed to it by Client.
- Revisions. As part of the Work, CMM may create content in the form of written, video, and/or audio content. Unless otherwise stated in the Proposal, Client understands that revisions for such content are limited to a total of two rounds. Client shall promptly pay CMM for such services in accordance with the terms and rates shown in the Proposal or, if no such terms or rates are shown in the Proposal, in accordance with CMM's standard terms and rates for the services performed.
- Client Responsibilities. Client agrees to perform all tasks assigned to Client by CMM as part of the Work, and to provide all assistance and cooperation with CMM in order to complete said Work in a timely manner. CMM shall not be deemed in breach of this Agreement, the Proposal, a Change Order, or any milestone in the event CMM's failure to meet its responsibilities and time schedules set forth in the Proposal or Change Order. In the event of any such failure or delay by Client (i) all of CMM's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Client shall continue to make timely payments to CMM as set forth in this Agreement, Proposal, and any Change Order(s) as if all time frames, schedules, or deadlines has been completed by CMM. Client agrees that it will review all material submitted to the Client by CMM in a timely fashion and either approve or provide specific changes within five (5) business days or as otherwise agreed to in writing by CMM. If the Client does not inform CMM that revisions will be necessary within this timeframe, CMM is authorized to move forward with the Work using the material in the original form submitted to the Client.
- Indemnification. Client shall indemnify and hold harmless CMM (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by CMM as a result of any claim, judgment, or adjudication against CMM related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to CMM (the "Client Content"), or (b) a claim that CMM's use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, CMM must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
- Lack Of Conflict. CMM represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the Work to be performed by CMM under this Agreement and Proposal. Client understands that CMM is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with CMM's obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement. CMM shall not work with a direct competitor of the Client during the term of this Agreement.
- Confidentiality. Client and CMM agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
- Successors. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
- Assignability. Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of CMM. CMM reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
- Force Majeure. CMM is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If CMM’s services are interrupted due to any such force majeure cause, Client and CMM shall negotiate a reasonable extension of time for CMM’s performance and payment of any additional costs to be incurred by CMM as a result thereof.
- Title and Risk of Loss. Title to goods shall pass upon payment in full therefor, and risk of loss shall pass to Customer upon delivery to Customer.