Terms and Conditions
Client, by its execution hereof, engages Compost Marketing Agency as an independent consultant to perform the services agreed upon. These Terms and Conditions, together with the terms and provisions provided for each individual package, are hereinafter referred to collectively as the “Agreement.”
This Agreement shall become effective after the first payment and on the date accepted by Compost Marketing Agency and shall continue for the minimum commitment period noted in each package’s terms. It shall then continue on a month-to-month basis thereafter. We do require a 30 Day Notice of Cancellation of Services. This Agreement may be terminated immediately by Compost Marketing Agency if (i) Client fails to pay any fees as and when due hereunder, or (ii) Client ceases to cooperate with Compost Marketing Agency or otherwise makes it difficult for Compost Marketing Agency to perform the services contracted hereunder, or (iii) Compost Marketing Agency discovers that Client is utilizing its website for any purpose that violates federal, state or local law.
Fees and Payments:
During the Term, Client agrees to pay in full when due the monthly fees for the service selected by Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Compost Marketing Agency. All subsequent monthly fees under this Agreement shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10, etc.). Client acknowledges and agrees that any fee not paid within ten (30) days (1 Month) after its due date, all services with Compost Marketing Agency shall be terminated immediately. Once paid, all fees shall be nonrefundable. Compost Marketing Agency reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Compost Marketing Agency for the services provided hereunder upon forty-five (45) days’ prior notice to Client.
Unless otherwise provided in the Proposal, client is allowed three design changes to the initial design. Client shall pay additional charges for changes in excess of the three design requests or after sign off of design, at Compost Marketing Agency’s standard hourly rate of $79.00 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. If Client requests or instructs Changes that amount to a revision in or near excess of 50 percent ( 50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Compost Marketing Agency shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Compost Marketing Agency.
Compost Marketing Agency will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Compost Marketing Agency. Compost Marketing Agency shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Compost Marketing Agency’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Compost Marketing Agency’s obligations under this Agreement.
Client Authorization: Client authorizes Compost Marketing Agency to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Compost Marketing Agency’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and Compost Marketing Agency; (iii) upload such pages and content to the Client’s website as Compost Marketing Agency deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by Compost Marketing Agency to provide the services subscribed for hereunder; and (v) communicate with third parties as Compost Marketing Agency deems necessary in its sole discretion to perform Compost Marketing Agency’s services hereunder, including but not limited to Client’s web designer.
Client Consent to Installation of Telephone Tracking Number:
Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Compost Marketing Agency, but understands that Compost Marketing Agency will not separately remove the embedded tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees due hereunder, including any interest due on the fees payable hereunder, Compost Marketing Agency will port the telephone tracking number to Client at no cost to Compost Marketing Agency.
Pay Per Click Services:
Client consents to Compost Marketing Agency using reasonable efforts needed in order to improve campaign based on fluctuating market and competitor trends. Cost Per Lead will fluctuate due to monthly trends and can not be guaranteed by any member of the Compost Marketing Agency team. Client will be allowed access to View campaign strategy, keywords, ads and landing pages through a monitored screen-sharing session with a member of the Compost Marketing Agency team, but they will not be given access to view campaign on their own in order to avoid potential strategy sharing with Compost Marketing Agency agency competitors. Client understands that all PPC Campaigns are the intellectual property of Compost Marketing Agency and Clients will not be given access in order to view the strategy put into place before or after termination. Client consents that they will be responsible for all payments and expenses to any Advertising Channels used and will take responsibility for all balances upon termination. Client understands that all Ad accounts, marketing materials and graphics used on Advertising Channels are property of Compost Marketing Agency even upon termination of services.
Email Marketing Services:
If a client has agreed to an Email Marketing Package, client consents to providing an updated Customer Email List to our team on a monthly basis in order to ensure that their monthly specials are being sent to their most recent customers. If client does not provide team with a Monthly Special prior to the deadline, their monthly email will be sent to the most updated list our team has.
Social Media Marketing:
If a client has agreed to a Social Media Package, client consents to providing our team with updated account logins in order for our team to post effectively and in a timely manner. Client consents to understanding that a Social Media Package with us does not guarantee in-bound leads as Social Media is used as a brand awareness tool. Should lead generation be the goal, a Community package may make more sense. Inquire about this if necessary.
Termination of Services:
Upon termination of this agreement, whether the reasoning was due to non-payment or client’s choice to end the contract, Client shall have sixty (30) days from the effective date of termination to move it’s website to another website host. If Client has not, by the end of such sixty (30) day period, moved it’s website to a new website host, Compost Marketing Agency shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from Compost Marketing Agency’s server, with no liability to Compost Marketing Agency for such removal.
If at some point in the future our agreement ends and the client wants to move in a different direction they have 3 options for transition their site:
Clients can pay Compost Marketing Agency $97 per month to continue hosting on the Compost Marketing Agency server.
Clients can contract with our recommended provider IT4Hire to implement their website with a hosting provider of their choice.
If a Client has an IT provider that understands how to transition the website, we will provide a complete backup that they can use at no additional charge.
Hosting & eMail Management:
Client understands that Compost Marketing Agency will host their website on our server but not their email. If a client requires a solution to manage and maintain email accounts (email@example.com) then they can set that up with our recommended provider Lion Tiger Jaguar LLC to configure their email account(s) for them at an additional fee paid to that provider directly.
In the event of termination, the Parties agree that the website, graphics & content developed by Compost Marketing Agency on behalf of the client as a function of this agreement will be released to the client at no additional charge once they have been onboard and paid for at least 12 (twelve) months of service. Alternatively, Client can buy out the website prior to 12 months of payments with a one-time payment of $3,500 (three thousand five hundred). After that time the Client may request an electronic copy of the Website Files & Database to be implemented and installed by a 3rd party on a new host (Unless a maintenance/hosting agreement with Compost Marketing Agency is acquired by the client). Modifications by Client or their 3rd party may be required for the website to function adequately depending on the new host. This third-party, shall thereafter be solely responsible, and Client shall not hold Compost Marketing Agency liable, for any aspect of the Website including, but not limited to: WordPress updates and forward compatibility, Licensed plugins and add ons, redirects, form settings, hosting Website on a non-Compost Marketing Agency server, and implementing a satisfactory transition of the Website.
Client makes the following acknowledgments: (i) that Compost Marketing Agency cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Compost Marketing Agency will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by Compost Marketing Agency hereunder depend upon a number of factors outside of Compost Marketing Agency’s control, Compost Marketing Agency cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Compost Marketing Agency cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while Compost Marketing Agency shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.
Client Representations and Warranties; Indemnity: Client represents and warrants to Compost Marketing Agency the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to Compost Marketing Agency the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to Compost Marketing Agency. Client indemnifies and holds harmless Compost Marketing Agency and Compost Marketing Agency’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.
This Agreement shall be governed by and under the laws of the State of Ohio without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Cuyahoga County, Ohio.
This Agreement may not be assigned by Client without the prior written consent of Compost Marketing Agency which may be withheld or denied by Compost Marketing Agency in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by Compost Marketing Agency to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Compost Marketing Agency with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and Compost Marketing Agency. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.
Compost Marketing Agency shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Compost Marketing Agency’s reasonable control after exercising commercially reasonable efforts.