Current version updated and published: June 4, 2018
Acceptance by Client of an Inbound Marketing Agreement issued by INTOUCH MARKETING or THE WALLS GROUP, LLC (“INTOUCH MARKETING”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Client and INTOUCH MARKETING with respect to the responsibilities of INTOUCH MARKETING and Client pursuant to the Inbound Marketing Agreement and these Standard Terms and Conditions (collectively referred to as the “Agreement”). Client represents and warrants that: (1) it has the full authority to enter into the Agreement and to perform the acts or obligations required of it in the Agreement; (2) the execution of the Agreement and the performance of its obligations do not and will not violate any other agreement that it is a party to; (3) the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms. The formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of the State of California without regard to its conflict of law provisions.
Scope of Service
INTOUCH MARKETING shall provide only those professional services and/or products specified in the Agreement (the “Work”). Client understands and agrees that, unless listed in the Agreement, INTOUCH MARKETING 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 INTOUCH MARKETING agrees to perform any services that are in addition to or outside the scope of Work identified in the Agreement, Client shall promptly pay INTOUCH MARKETING for such services in accordance with the terms and rates shown in the Agreement or, if no such terms or rates are shown in the Agreement, in accordance with INTOUCH MARKETING’s standard terms and rates for the services performed.
Client represents and warrants to INTOUCH MARKETING that: (1) it owns, or has acquired the express written authority to use all of the content Client gives to INTOUCH MARKETING, (“Client Content”); (2) Client Content does not contain any obscene, threatening, harassing, vulgar, defamatory, libelous, infringing or unlawful content; (3) Client Content does not infringe upon nor violate the rights of any third party, including copyrights and trademarks; (4) there are no claims against Client regarding Client Content; and (5) Client will at all times ensure that it is in compliance with the terms and conditions of any licensing contracts between Client and a third party.
Client’s Ownership and INTOUCH MARKETING’s Ownership
Once payment is received, INTOUCH MARKETING grants all rights to content produced for Client exclusively to Client, excluding
Access to Site and Information
Client’s failure to pay on time constitutes a material breach of contract by Client permitting INTOUCH MARKETING to suspend its performance hereunder; additionally, INTOUCH MARKETING shall have all other remedies permitted to INTOUCH MARKETING by law, equity and these terms. INTOUCH MARKETING reserves the right to apply interest charges at 12% APR on any past-due invoice. If Client has provided INTOUCH MARKETING with a credit card authorization, INTOUCH MARKETING shall be entitled to charge the invoice amount and interest against such card.
Notice and Notice of Cancellation:
INTOUCH MARKETING or Client may cancel this Agreement in advance by delivering written Notice of Cancellation to the other party at the address provided at least sixty (60) days prior to the requested cancellation date. Any notice (“Notice”) shall be deemed sufficient if addressed in writing and mailed to the party’s address listed in the Agreement or emailed to an authorized representative, provided such notice confirms the date of receipt.
Except as expressly set forth herein,
LIMITATION OF LIABILITY
Except with respect to each party’s indemnity obligations hereunder, breach of a party’s confidentiality obligations and/or the gross negligence or willful misconduct of a party, in no event will intouch marketing, it’s owners, officers, or employees be liable for any special, indirect, incidental or consequential damages (including without limitation, loss of use, data, business or profits or costs of cover) arising out of or in connection with the agreement, or professional errors or omissions, whether such liability arises from any claim based on agreement, tort (including negligence), product liability or otherwise, and whether or not client has been advised of the possibility of such loss or damage. Intouch marketing, it’s owners, officers, or employees’ cumulative liability to
Client agrees to defend, indemnify and hold harmless INTOUCH MARKETING from and against any and all claims, liabilities, suits, actions, proceedings, demands, damages, losses, costs, and expenses, including reasonable attorney’s fees, based upon a third party claim arising, directly or indirectly, out of the Client Content.
How Disputes will be Resolved/Legal Issues
INTOUCH MARKETING’s home is in California. Therefore, the formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of the State of California without regard to its conflict of law provisions. Any action or proceeding arising from a claimed breach of this Agreement shall only be brought in the appropriate state or federal court in the State of California and Client consents to the jurisdiction of such California courts (and appellate courts) and by agreeing waives the right to object to California venues or jurisdiction. Client also consents to in personam jurisdiction (personal jurisdiction) and agrees that service by registered mail, return receipt requested, is sufficient. If INTOUCH MARKETING prevails in any dispute arising out of this Agreement, INTOUCH MARKETING will be entitled to reimbursement for its expenses and costs (including attorneys’ fees), regardless of whether any legal action is filed. Any action or proceeding arising out of this Agreement must be instituted within two (2) years after such cause of action has accrued. Client acknowledges that if the remedy at law for any breach, or threatened breach, of this Agreement is by its nature inadequate to compensate INTOUCH MARKETING for the damages that are certain to result then INTOUCH MARKETING may seek temporary and/or permanent injunctive relief (an official order to stop!), and any other available equitable relief and/or damages, without any requirement to obtain a bond or prove monetary damages.
Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent such default or delay is caused, directly or indirectly, by reason of fire, earthquake, labor dispute (other than labor disputes of such party or its independent contractors and its employees), act of God, acts of terrorism, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond a party’s reasonable control.
Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. Indemnification, Client’s Ownership and INTOUCH MARKETING’s Ownership and shall survive termination or cancellation of the Agreement.
For questions regarding our Standard Terms and Conditions, please email us at contact [at] mailto:email@example.com.