FEES & PAYMENT. Client agrees to pay the full purchase price on invoice, plus any applicable taxes & shipping, for the usage rights granted as per initial invoice with upgrades and additions permitted if mutually agreed upon between the parties. A non-refundable initial payment equal to fifty percent (50%) of the initial total fee due before tax, is required at the time of signing this agreement to begin work. The remaining balance shall be billed to Client in two (2) additional increments or one (1) final payment. Client will be billed monthly on the first of each following month. Full payment must be received prior to printing materials or files being sent to client and/or any third party printer, and payment is due to designer within five (5) days of billing/invoicing. Client agrees to pay sales tax, if applicable. Shipping is also additional and is calculated based upon the delivery destination & requested delivery time, with the products shipping from Lakewood, California. The services and products described in invoice are the only services and goods provided by designer pursuant to this agreement. Additional services and products may be available for an additional fee, but must be agreed upon by both client and designer (which may include oral agreement and/or email communication). Thus falling under the stipulations of this contract.
In the event that work is postponed at the request of the Client, the Agency shall have the right to bill pro rata for work completed through the date of that request, while reserving all other rights under this agreement. Overdue payments shall be subject to interest charges of five percent (5%) monthly. Accepted payment methods are cash, check, PayPal or bank transfer; exceptions shall only be made upon the approval of the Agency. Final payments must be made prior to shipment of order or goods. If additional charges are incurred due to changes in design or materials chosen, additional revisions, or additions to order, Client agrees to pay the full amount within five (5) days of adding such elements to the order.
ONLINE ADVERTISING AND MARKETING SERVICES
Agency offers a variety of services to improve a website’s online visibility. By engaging the Agency, you agree to the Terms of Service set forth below or found online at margauxagency.com/terms-conditions. Agency provides search engine marketing, optimization and associated services on a local, national and international basis. As such, the Agency will submit information on your behalf to search providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigslist, Kijiji, local online newspapers, Facebook, YouTube and other sites. The terms and conditions of these providers all apply. The Agency will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
The Agency has the right to place information pertaining to the Client’s business on any of the publisher and search provider websites such as those listed above and Client authorized the Agency to develop content based on information or material provided by the Client or their designees and collected by the Agency including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, the Client represents that the material and information provided to the Agency is truthful, not misleading, and that the Client have the authority to represent this product and service information to the Agency. Additionally, if so contracted, Client authorizes the Agency to contact the Clients customers for the sole purpose of gaining endorsements and reviews of the Clients products and services for publication. Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from the Client. Finally, you authorize the Agency to utilize tracking phone numbers, and even record calls on your behalf, for ‘customer service’ purposes, and upon automatic notification to all incoming callers on tracking phone numbers if/when that service is contracted. Domains purchased by Client will be released to you within thirty (30) days after service has been terminated.
As Agency strives to offer the very best service, there are certain guidelines and policies that must govern the Agency’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of the Agency’s services. Such decisions are at the sole discretion of the Agency. Unacceptable practices include, but are not limited to:
- Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
- Sexually oriented products or services (e.g. escort services), or other sexually oriented material
- Nudity, including airbrushed (exceptions granted on a case-by-case basis if for medical or artistic purposes)
- Offensive or otherwise distasteful material
- Content or language that is harmful to minors in any way
- Bulk emailing tools
- Distribution of internet viruses or other harmful or destructive activities
- Hacking and cracking
- Scams or phishing for personal information
- Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at the Agency’s discretion)
- Illegal Gambling, gaming, lotteries, and like activities harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language. Defamatory, hateful or revenge content or language.
- Aids to pass drug tests or aids to pass lie detector tests.
- Illegal activities such as Ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties.
- MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products.
- Reverse Funnel Systems
- Cash Gifting
- Illegal drugs or drug paraphernalia
- Alcohol sales
- Tobacco sales
- Miracle cures
- Fake documents
- Fireworks, pyrotechnics, firearms, explosives or weapons.
- Intentional or unintentional violations of any applicable local, state, national or international law.
- Reselling of email accounts or hosting accounts to third parties.
- Reselling of any MDS services including, but not limited to, design services, updates, and WTD to third parties without a written re-seller agreement.
- Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email.
- Links to other sites that are in violation of the Agency’s policies and guidelines.
- Other activities, whether lawful or unlawful, that the Agency deems to be in poor taste or that reflect adversely on the Agency or the Agency’s other clients. Upon the contingency that the Agency accepts a contract for services on this list, any and all work performed will be compensated regardless of approval by Google, Bing, Yahoo, or any other outside agency.
Client agrees to pay the Agency monthly fees to cover the cost of placing and managing Client online advertising and marketing services program up to an amount not to exceed what is stated in your most recent Agency contract. The Agency may change the maximum monthly fees in accordance with procedures established by our search providers and publishers from time to time upon notifications. All monthly fees are due at the end of each calendar month.
All credit card payments require a 3% processing fee. If an account becomes 45 days past due, all campaign activities will be paused until payment is made and the account is current. At 90 days past due, the account is to be handed over to collection.
The Client agrees to pay the Agency compensation for the services agreed upon between the Client and the Agency as set out in this agreement and defined in the contract, as applicable. Payments shall be made on the first day of each month for services rendered by the Agency in that month. New contracts that initiate service on any day other than the 1st of the month, will be billed a prorate fee for the remaining days in that month. Invoices are delivered on or about the 1st of each month. Payment by check or credit card is due by the 15th day of that month (Net 15). Marketing and advertising programs may be paused if payment has not been made by payment due date; re-initiation fees may apply.
The Agency contract specifies the initial term for which program rates will be guaranteed, and will be for no less than twelve (12) months for custom programs. All agreements are auto-renewing at the then published service rates. After the initial agreement period, either party may cancel the program with a 30-day written notice to the other party.
REPRESENTATIONS AND WARRANTIES; LICENSE AND GRANT OF RIGHTS
The Client represents and warrants that the Client have and will continue to have the absolute and unrestricted right to publish and use all information Client have provided for Client advertising programs and that the content does not infringe on the rights of any third-party and that it complies with all local, state and federal laws and regulations.
Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party. You indemnify and hold harmless the Agency against all costs (including attorney fees), damages and liabilities arising from negligent or intended acts on the Client’s part constituting the violation of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. To the full extent of the law, Client will pay any expenses or damages to the Agency resulting from claims made by third parties with regard to usage of material you have provided, even after termination of contract.
Client acknowledges and agrees that the Agency makes no specific guarantee or warranty regarding the search providers and publishers to which it submits advertising on your behalf, including placement of paid search advertising or any specific results. The Agency does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any particular query. The Agency does not warrant that the performance will be error-free but will immediately act to correct errors once they have been identified.
DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, the Agency and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchant-ability and fitness for a particular purpose, with regard to the Agency’s services.
LIMITATION OF LIABILITY AND APPLICABLE LAW
The maximum aggregate liability the Agency may have to Client will be limited to the total amount of fees collected from Client. The Agency will have no liability in connection with the functionality or content of any search provider or Internet publisher or website not owned by the Agency. This agreement shall be governed and construed by the laws of the State of California. Any claims against this agreement must be made within 6 months from the date of the subject of the claim, and must be made in writing to: Margaux Agency, 4067 Hardwick St. #109, Lakewood, CA 90713. Attention: Monica Garrett. Should a claim arise, Client agrees to waive a trial by jury and to first seek resolution by arbitration in Los Angeles County, California using a mutually agreed upon member of the American Arbitration Association.
Neither Client nor the Agency will be in breach of its obligations under these Terms and Conditions of Service (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the Internet, or any other cause not within the reasonable control of either party.
INDEMNITY / LIMITATION OF LIABILITY
Client agrees to indemnify and hold harmless the Agency against any and all claims, costs, and expenses, including attorneys’ fees, due to materials included in the designs at the request of the Client for which no copyright permission or privacy release was requested or uses which exceed the uses allowed pursuant to a permission or release. Agency shall not be liable to Client for any consequential, incidental, indirect, special or exemplary damages of any kind, including without limitation, any loss of use, loss of business or loss of profit, arising out of or in connection with contract, whether the parties were aware of the potential for such damages. In any event, the maximum liability for any claim, damage, demand or cause of action by Client arising out of or in connection with contract shall not exceed the value of payments made by Client to the Agency. A third party printer completes printing off-site, and the Agency is not liable for any errors, or inconsistencies in printing. Assembly of products that are handcrafted will have a one-of-a-kind nature, and the Agency is not liable for any inaccuracies or inconsistencies.
Any dispute or claim arising under or in any way related to contract in excess of seven thousand five hundred dollars ($7,500.00) (or the then-applicable California Small Claims Court maximum) shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. The parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator. All parties to the mediation shall share equally in its cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written contract executed by all parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the parties reflecting the same, and the parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this agreement and other rights and remedies afforded to them by law. Any dispute arising under or in any way related to this agreement in excess of seven thousand five hundred dollars ($7,500.00) (or the then-applicable California Small Claims Court maximum) that is unsuccessfully resolved through mediation shall be submitted to binding arbitration by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The parties shall select a single arbitrator, and the arbitration shall take place in Long Beach, California. The arbitrator’s decision shall be binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
No party to this agreement shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disasters), Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. This agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements whether oral or written concerning the subject matter of this agreement. Except as expressly stated in this agreement, Agency has made no representation to Client with respect to the subject matter of this agreement, and Agency has made no representation that has induced Client’s execution and deliver of this agreement. The terms of this agreement can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses, additions or revisions orally or via email, as stated herein. A waiver of a breach of any of the provisions of this agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. This agreement may be executed in counterparts, and the execution of a signature page of this agreement shall constitute the execution of the agreement. The laws of the state of California shall govern this agreement.
Agency may assign, delegate or subcontracts any rights or obligations under this Terms and Conditions of Service.
This Terms and Conditions of Service represent the parties’ entire agreement with regard to the Agency provision of services. Agreement with these terms and conditions is upon signature of Agency agreement, and it will be binding upon you and your successors.
The person confirming word to be done agrees to the agreement and certifies that (s)he is lawfully authorized to purchase services on behalf of the company.
EFFECTIVE UPON EXECUTION
Terms and Conditions are binding on both parties on the date the agreement is signed, work has begun and/or payment is made.