Soderman Marketing (hereinafter, 'SM') Terms and Conditions are hereunder, entered into by the Customer. By remitting payment, the customer (hereinafter referred to as "the Customer" or "Customer") acknowledges and agrees to the terms and conditions set forth by SM. Terms and Conditions govern services that include but are not limited to Search Engine Optimization, Search Engine Marketing, Web Design & Development, Re-Targeting Campaigns, Pay Per Click, Conversion Rate Optimization and Software Development offered by SM. All parties hereby agree and acknowledge:
Upon receipt of payment, the Customer confirms the initiation of the Agreement Length and Termination (hereinafter referred to as "the Agreement") between the Customer and SM. This Agreement shall remain in full force and effect until terminated by either the Customer or SM. The Customer has the right to terminate this Agreement by giving a 30-day written notice to SM. SM will acknowledge receipt of such termination notice and confirm the intended termination date. The Customer agrees and understands that they are obligated to continue to make payments according to the existing payment schedule and that their last payment will be due in full on the next due date.
Florida - Termination with Exclusive Rights Clause
If exclusivity was given to the Customer, the Customer acknowledges that due to the exclusive nature of the services provided by SM, any termination of this agreement must be approached with careful consideration and as such, Customer agrees to provide a minimum of 60 days' written notice to SM should they wish to terminate this agreement. If Customer was not charged an Implementation Fee, Customer agrees to provide a minimum of 90 days' written notice to SM should they wish to terminate this agreement. The Customer further acknowledges that the notice period is crucial to maintain the effectiveness of SM strategies and to accommodate the time needed for SM to acquire new customers to compensate for the loss of exclusivity. The Customer also acknowledges that any disruption to the notice period could impact the Company's ability to allocate resources effectively.
Upon mutual agreement to proceed with the termination, SM and the Customer will work collaboratively to facilitate the seamless transfer of assets, data, or materials relevant to the digital marketing campaigns.
Florida - Final Payments (2-3 Payments)
If exclusivity was given to the Customer, the final 2-3 payments, in line with the monthly payment schedule, will be determined by the monthly payment schedule, with their last payment being due on the last due date following the 60th or 90th day. Once the final payment has been made, all financial obligations of the Customer under this Agreement shall cease. Customer acknowledges that failure to make these final payments may result in SM placing a lien on the Customer's assets and taking other appropriate actions as allowed by law.
Customer authorizes SM use of all Customer logos, trademarks, web site images, slogans, taglines etc., and gives SM permission to make changes to the Customer's Website/Domain Name(s) and any other online properties for the purpose of optimization, or to communicate these changes directly with any third parties, e.g., web designer, if necessary.
The Site may include links to other web sites or other internet sources. As the Company cannot control these web sites and external sources, the Company cannot be held responsible for the provision or display of these web sites and external sources, and may not be held liable for the content, advertising, products, services or any other material available on or from these web sites or external sources.
3.1. Customer acknowledges that all Social Media campaigns including but not limited to Facebook Fan Page, Google+ Page, Twitter, Pinterest, LinkedIn, are for the branding and targeting of specific keywords related to the Customer's Website/Domain Name(s) and that full ownership of the Social Media campaigns including but not limited to Facebook Fan Page, Google+ Page, Twitter, Pinterest, LinkedIn, will be retained by SM at all times.
3.2. Customer authorizes SM to obtain hyperlinks ("backlinks") to the Customer's Website/Domain Name(s) from other websites and directories.
3.3. Customer authorizes SM and their preferred writers to post blogs/articles with hyperlinks ("backlinks") to the Customer's Website/Domain Name(s) on blog/article sites in order to generate link popularity.
3.4. Customer authorizes SM to use any keywords and/or phases they deem necessary for development, improving the ranking of, and/or positioning the contents of the Customer's Website/Domain Name(s) in the search engines and/or directories that are most frequently used by the general public.
3.5. Customer acknowledges that search engines have been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than 6 months.
3.6. Customer acknowledges that SM has no control over previous individuals or companies that have built hyperlinks (“backlinks”) to the Customer's Website/Domain Name(s) and the Customer also acknowledges that the Customer's Website/Domain Name(s) may be excluded or penalized by any directory or search engine because of previous work done to the Customer's Website/Domain Name(s) by other individuals or companies. It is agreed that Customer will not hold SM liable should ranking/traffic/indexing issues related to search engine penalties or exclusion cause undesired results of optimization.
3.7. Customer acknowledges that SM shall not be liable for any losses or damages, including consequential, indirect and incidental, that the Customer incurs from the Customer's Website/Domain Name(s) being penalized, dropped in rankings, or excluded from the search engines search results.
3.8. Customer acknowledges that due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, SM does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
3.9. Customer acknowledges that SM owns all rights to the website redesign built specifically for customer until customer pays off the entire website cost. Customer acknowledges the mandatory need to remove the website redesign from appearing online and/or dispose of all website files within 7 days of contract termination. Customer agrees to never duplicate, sell, lease or use unique content and images used in the website redesign.
4.1. Due Date: Customer agrees to pay each month starting on the date they make their first Payment. This day will also be the start of the Monthly Billing Cycle and monthly payments will be due on that day each following month until this Agreement is terminated. This will be the Monthly Billing Cycle due date.
4.2. Payment Method: Customer agrees to pay each month via Credit Card or Debit Card.
4.3. Automatic Billing: Customer authorizes SM to initiate a charge or debit entry on my credit card or debit card for the total amount due each month for the services provided to me by SM. Customer also understands that this authorization will remain in full force and effect until the date upon which SM receives notification from Customer to terminate this recurring payment.
4.4. Refunds: Customer acknowledges that once a payment, deposit, set-up fee or reserve fee is made, it is non-refundable as these fees are immediately applied to the costs incurred by SM in initiating monthly services.
This Agreement will remain in effect month to month unless it is modified by the consent of both parties. Either party many terminate this Agreement for any reason by giving a 30 day written notice or a 60 day written notice as defined in Section 1. If customer or SM gives termination notice, Customer's last bill will be due in full on their next due date which is defined in Section 1. Service will continue through their last full month.
The customer acknowledges that as a Customer of SM, they are entitled website design services with payment being due at the end of this agreement. This entitlement is a unique benefit extended exclusively to SM clients and represents a valuable part of the Customer's relationship with SM. The Customer acknowledges that while the website design services are provided as part of their relationship with SM, payment for such services is due at the end of this Agreement. The terms and conditions regarding repayment is specified below:
Termination and Web Design Repayment:
Should the Customer terminate their relationship with SM, the Customer agrees to repay the full value of the web design services rendered by SM. The Customer acknowledges that the fair market value of such website design services is $5800.00.
This website design termination fee represents the fair market value of the web design services rendered by SM and includes, but is not limited to, costs related to professional labor, customization of website design, rigorous testing and optimization, monthly hosting, and regular updates and maintenance.
The repayment of $5800.00 shall reflect the fair market value of the services provided and must be paid within 30 days of the termination of the relationship with SM. Customer acknowledges that failure to make this payment may result in SM placing a lien on the Customer's assets and taking other appropriate actions as allowed by law.
Our web site uses the data we collect for three basic purposes: to operate our business and provide (including improving and personalizing) the services we offer, to send communications, including promotional communications, and to display advertising. In carrying out these purposes, we combine data we collect through the various web site services you use to give you a more seamless, consistent and personalized experience.
6.2. Customer agrees to keep the terms of this Agreement and their Fees and Payments strictly confidential from any third party, unless permission is given in writing.
6.3. Indemnification: The Customer agrees to indemnify SM, and its respective officers, directors, agents and employees against and hold them harmless from any and all expenses, costs and liabilities arising from services provided to Customer in any way.
6.4. Governing Law: The Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Arizona, and the Parties agree to submit to the non-exclusive jurisdiction of the Courts of that State or the United States District Court for the District of Arizona. Except as provided herein, all rights of the Parties involved are cumulative and additional to any rights that the parties may have in law or in equity.
6.5. This Agreement cannot be amended or modified except by another written document duly signed by the Parties.
