Terms Of Service
For purposes of this Agreement, the ‘Effective date’ shall be that time when you, the Purchaser, use your credit card and the payment for use thereof has been successfully made.
The terms of this Agreement shall commence on the Effective Date, as herein defined.
AND WHEREAS, you, the Purchaser, (herein referred to as Purchaser or you) choose to employ the aforementioned Services of Utah Digital Marketing Experts,
AND WHEREAS, desires to offer the aforementioned services to Purchaser
NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, Utah Digital Marketing Experts and you agree to the foregoing and as follows:
ARTICLE 1 – GENERAL
ARTICLE 2 – PROPRIETARY RIGHTS
- 2.1 Restrictions. You are expected to recognize the practice of good and ethical Internet practices. You shall comply with the rules appropriate to any product or service provided by Utah Digital Marketing Experts.
- 2.2 Privacy and Intellectual Property Rights
- 2.2.1 You hereby recognize and acknowledge that the SEO techniques to be employed on and off of the websites are customized by Utah Digital Marketing Experts, the copyright of which shall remain fully owned by Utah Digital Marketing Experts subject to the terms and conditions set in this Agreement.
- 2.2.2 You acknowledge that any modification by you to the product and service provided by Utah Digital Marketing Experts will likely impair the performance standards of internet marketing expected by Utah Digital Marketing Experts.
- 2.2.3 You shall not update, alter, modify, or tamper with the optimized pages.
ARTICLE 3 – Utah Digital Marketing Experts SERVICES
- 3.1 Keyword Analysis. Utah Digital Marketing Experts shall conduct keyword research using tried and tested techniques, methods, and tools
- 3.2 Content Writing and Site Optimization. In the event that Utah Digital Marketing Experts provides this service Utah Digital Marketing Expertswill create customized text written with such technique that search engine crawlers will understand following the optimization standards (keyword density, prominence, and proximity). Website’s HTML codes will be validated to ensure that your website is in working order for the search engines.
- 3.3 Search engine submission. Utah Digital Marketing Experts optimization service does not include paid submission fees that some engines charge for inclusion.
- 3.4 Website Design and Development. Upon completion of a custom website design or website redesign and payment of web design and development fees, you are the owner of the commissioned website. You may continue to use the commissioned website to promote your company or organization regardless of whether you choose to continue further services with Utah Digital Marketing Experts. The client does not have the right to resell the design or development to other companies.
- 3.5 Paid Ads & PPC - Utah Digital Marketing Experts runs paid ad campaigns on Google, Facebook or other 3rd party websites. Ads will be turned off in the even of unpaid management fees.
ARTICLE 4 – PAYMENT and RELATED TERMS
- 4.1 Set-up and One-time Fees. You agree to pay Utah Digital Marketing Experts the set-up fee. You further agree to pay the Services fee amounting to the package price and payment term chosen during which such services are provided. Should you change your business name, phone number or address or any combination thereof after initiating the Services of Utah Digital Marketing Experts, an additional set-up fee will apply.
- You agree to provide Utah Digital Marketing Experts with current billing and contact information and authorize Utah Digital Marketing Experts to bill all account and related charges to the credit card on file, or any other payment mode applicable. All rates and prices quoted by Utah Digital Marketing Experts are in US Dollars. You are also required to advise Utah Digital Marketing Experts of any changes in credit card details. Utah Digital Marketing Experts shall charge a $35.00 fee for returned (NSF) checks or credit card charge backs.
- 4.2 Late Payments. Payment is due monthly and the anniversary of your signup. Services will be provided. Should you fail to pay any fees on the date due for payments, Utah Digital Marketing Experts shall have the right to make use of any or all of the following, as the case may be: a) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available; b) suspend or terminate any access to any or all of the services of Utah Digital Marketing Experts after eight (8) days of non-payment; and/or c) terminate the Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments, after thirty (30) days of non-payment.
- 4.3 Continuous Payment. The suspension or termination of Utah Digital Marketing Experts services, or of the Agreement, shall not absolve you from paying any outstanding fees, interests and penalties. You shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to Utah Digital Marketing Experts, attorney’s fees, expenses of litigation, and payment of damages.
- 4.4 Refunds and guarantees. All set-up fees and monthly fees are non-refundable.
- 4.4.1 Digital marketing is governed by many factors which are outside the direct control of Utah Digital Marketing Experts and indeed, any other digital marketing company. Therefore no reputable digital marketing company can guarantee particular results.
ARTICLE 5 – LIMITED WARRANTIES
- 6.1 Customer Warranty. You represent and warrant to Utah Digital Marketing Experts that: a) You have the legal personality or authority, as the case may be, to enter into an Agreement with Utah Digital Marketing Expertsand perform its obligations under this Agreement; b) You shall use Utah Digital Marketing Experts services and products for lawful purposes; c) You shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall you violate the intellectual property rights of any person, corporation or legal entity; d) You warrant that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited; e) In any instance you shall receive advise or notice of any claim with regard the project or Utah Digital Marketing Experts, you shall promptly provide Utah Digital Marketing Experts with a written notice of such claim; and f) You agree to inform Utah Digital Marketing Experts via email at firstname.lastname@example.org within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
- 6.2 Utah Digital Marketing Experts Warranty. Utah Digital Marketing Experts warrants that: a) Utah Digital Marketing Experts has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and b) it will perform the services required under this Agreement.
ARTICLE 7 – CANCELLATION
- 7.1 Cancellation Fee. A 50% fee of the total project cost is charged to you for any cancellations made to answer for costs of set-up requirements and billing in relation with the services where the project billed has not been completed.
- Payments previously paid are already non-refundable even if project has not been completed prior to cancellation. You must provide Utah Digital Marketing Experts written cancellation 30 days prior to your next charge date. Cancellations requests shorter than 30 days will require a final payment. To cancel, you are expected to send a cancellation notice through email to email@example.com.
ARTICLE 8 – MISCELLANEOUS
- 8.1 Taxes. You will pay, or when necessary, reimburse Utah Digital Marketing Experts for taxes and duties imposed upon and by reason of the performance of Utah Digital Marketing Experts of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against Utah Digital Marketing Experts.
- 8.2 Non-Exclusivity. The parties acknowledge and agree that Utah Digital Marketing Experts is providing access to and use of its non-exclusive and non-transferable services to multiple clients.
- 8.3 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless Utah Digital Marketing Experts, in good faith, deems the unenforceable provision to be essential, in which case Utah Digital Marketing Experts will have the right to terminate this Agreement.
- 8.4 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy d) within two (2) business days if sent via overnight mail; e) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of you, the client, to the address listed in Utah Digital Marketing Experts' records, or in the case of Utah Digital Marketing Experts, at 7174 S. 400 W. #5, Midvale, Utah 84047.
- 8.5 Assignment. You will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Utah Digital Marketing Experts prior written consent, which consent may be withheld, delayed or conditioned in Utah Digital Marketing Experts discretion. Utah Digital Marketing Experts shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to you.
- 8.6 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
- 8.7 Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Utah without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Salt Lake County, Utah.
- 8.8 Non-solicitation. You agree that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, you shall not solicit or attempt to solicit any employee or consultant of Utah Digital Marketing Experts.
- 8.9 Modification of Terms. Utah Digital Marketing Experts reserves the right to modify this Agreement at any time and without advance notice. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes.
- 8.10 Acceptable Use Policy. Utah Digital Marketing Experts reserves the right to refuse service to any site at its sole discretion. Utah Digital Marketing Experts does not allow the following types of sites: (a) “Warez” sites, including but not limited to any copyrighted software or music files; (b) Sites which provide methods for circumventing copy protection (“cracks”, key codes, serial numbers, decoder chips, etc.); (c) Any content which is not legal in the United States; and/or (d) Unsolicited email (spam) and bulk email.
ARTICLE 9 – COPYRIGHTS AND TRADEMARKS
- 9.1 Utah Digital Marketing Experts will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to Utah Digital Marketing Experts and unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Utah Digital Marketing Experts are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend Utah Digital Marketing Experts from any claim or suit arising from their use. All graphic design and artwork developed by Utah Digital Marketing Experts is copyrighted and is owned by Utah Digital Marketing Experts. Only Utah Digital Marketing Experts' clients are entitled to the use of graphic work designed by Utah Digital Marketing Experts.
ARTICLE 10 – DISCLAIMER
- EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE Utah Digital Marketing Experts SERVICE PROVIDED IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Utah Digital Marketing Experts EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Utah Digital Marketing Experts SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Utah Digital Marketing Experts, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL Utah Digital Marketing Experts, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE Utah Digital Marketing Experts SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE Utah Digital Marketing Experts SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Utah Digital Marketing Experts RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT Utah Digital Marketing Experts IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM Utah Digital Marketing Experts AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL Utah Digital Marketing Experts' LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO Utah Digital Marketing Experts DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
ARTICLE 11 – INDEMNIFICATION
- 11.1 You agree to defend, indemnify and hold harmless Utah Digital Marketing Experts against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Services, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of this Agreement.
ARTICLE 12 – CONFIDENTIAL INFORMATION
- 12.1 “Confidential Information”, as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by Utah Digital Marketing Experts, the prices and fees charged under this Agreement, any other materials marked confidential by you or Utah Digital Marketing Experts and any other information conveyed under this Agreement that is identified in writing as confidential.
- 12.2 Each party acknowledges and agrees that: a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
ARTICLE 13 – TERMINATION
- 13.1 Termination by Utah Digital Marketing Experts. Utah Digital Marketing Experts shall have the right, upon written notice to you, to terminate this Agreement, sue and/or make you liable for breach, if: a) You fail to comply with payment obligations under this Agreement; b) You materially breach any term or condition of this Agreement; c) You terminate or suspend business activities, become insolvent, or become subject to any bankruptcy or insolvency proceeding, or assign the project to creditors, or become subject to direct control of a trustee, receiver or similar authority; or d) You infringe or duplicate the website subject of this Agreement, while having an outstanding balance, within one year from the effective date of this Agreement.
- 13.2 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
- 13.3 Abandonment of Project. A project manager will be working with you in every phase to assure that requests are processed. However, if any response or approval is not received from you for 30 days or more, the project will be considered abandoned and payment will be surrendered in full.
You may terminate the service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to Utah Digital Marketing Experts. The termination notice must be sent to firstname.lastname@example.org. If you terminate your service prior to the end of the initial term, you will be liable for an early termination fee amounting to the unpaid balance of the total subscription.