Terms of Service
These terms of service supplement the Quote provided by Mark My Words Media, LLC (“MMWM”) to the customer identified in the Quote (the “Client”). Collectively, the Quote and these terms of service are referred to as the “Agreement.”
MMWM Services. MMWM will provide Client with the online marketing services specified in the Quote (the “Services”). The Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis. The Services may include: (a) providing quality content and programming services, (b) research of keywords and phrases to select appropriate, relevant search terms, (c) search engine optimization and link building services for the Client’s domain(s), (d) editing various html tags and page text as necessary prior to submission to selected search engines and directories, (e) submitting and re-submitting Client’s pages to search engines and directories, (f) evaluating results and sending monthly reports on the performance of the campaign, (g) programming scripts, apps, etc. as MMWM deems necessary, (h) utilizing other marketing platforms such as social media, pay per click, display advertising, press releases and other forms of content syndication in order to increase visibility and internet traffic. MMWM may recommend that the Client utilize expedited listing services with certain search engines and pay associated expedited service fees.
- Client Authorization. Client authorizes MMWM to use specific keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the Client’s URLs in the search engines and/or directories that MMWM determines are the most frequently used by the Client’s target customers. Client also authorizes MMWM to use any information provided by the Client to assist in creating content and programming.
- Fees. Client agrees to pay to MMWM the fee specified in the Quote in the manner and at the time specified in the Quote. The Client will pay a late charge of 1.5% per month for any fees not paid when due.
- Client Duties. Client agrees to provide to MMWM any or all of the following, as and when requested: (a) FTP access to the main site for uploading new pages and making mutually agreed changes in order to achieve and maintain positioning, (b) current passwords and user IDs needed to gain remote access to the Client’s web site files via FTP software, (c) if FTP access is not possible, Client will provide the email address of a technician who can upload requested changes on a timely basis, (d) access to raw log files or existing statistical reporting to facilitate web site traffic reporting, (e) text content in electronic format as needed by MMWM to create additional web pages. The Client will alert anyone else who has access to the Client’s web site that MMWM is performing work on the Client’s web site. MMWM will maintain confidentiality of the passwords and user IDs. MMWM will upload files to client’s web server to the best of MMWM’s ability. MMWM cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to Client. MMWM will not be responsible for lost data, corrupt servers, or any other occurrence that may or may not be a direct result of work performed by a MMWM employee or contractor. Client authorizes MMWM to use Client’s logos, trademarks, web site images, and other content on additional landing pages (as needed), mini web sites, and any other uses MMWM deems useful for search engine positioning and optimization.
- Client Acknowledgments. Client acknowledges that (a) MMWM has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future, (b) Client’s site may be excluded from any directory at any time at the sole discretion of the search engine or directory, (c) MMWM does not guarantee positions or traffic levels for any particular keyword, phrase or search term, (d) occasionally, search engines stop accepting submissions for an indefinite period of time, (e) MMWM does not control search engine policies, nor does MMWM have or claim to have any special partnership or relationship with any of the search engines, (f) occasionally, search engines will drop listings for no apparent or predictable reason and listings will reappear without any additional submissions.
- Disclaimer of Warranties. MMWM provides the Services on an “as is” basis and “with all faults.” MMWM hereby disclaims all warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. MMWM makes no warranty that the Services will be error free or that Client’s access to the Services will be continuous or uninterrupted.
- Client Content; Indemnification. Client warrants to MMWM that all elements of text, graphics, photos, designs, trademarks, artwork or other content (collectively, the “Content”) provided to MMWM for inclusion on the Client’s website are owned by Client, or that Client has received permission from the rightful owner(s) to use such Content. Client will defend, indemnify and hold harmless MMWM and its subcontractors from any liability arising from MMWM’s use of any Client Content in the course of providing the Services hereunder.
- Confidentiality. During the term of this Agreement and for a period of two (2) years after the termination or expiration hereof, MMWM shall not, without the prior written consent of the Client, disclose to anyone any Client Confidential Information. “Client Confidential Information” means Client’s customer lists, business plans, marketing plans, passwords or user IDs, financial information or any other information which is designated “Confidential” when it is provided by the Client to MMWM. Client Confidential Information shall not include any information that: (a) is disclosed by Client without restriction, or (b) becomes publicly available through no act of MMWM, or (c) Is rightfully received by MMWM from a third party.
- Term and Renewal. This Agreement is for a term of twelve (12) months and will renew automatically for subsequent 12-month terms unless the Client notifies MMWM in writing not less than thirty (30) days prior to the end of the term that Client does not wish to renew.
- Termination. Upon termination or expiration of this Agreement, the Client must pay all outstanding fees. The late charges specified in Section 3 will continue to accrue until all fees and late charges are paid in full. MMWM may terminate service under this Agreement at any time, upon written notice to the Client, if Client fails to comply with the terms of this Agreement.
- Limitation of Liability. In no event will MMWM be liable with respect to any subject matter of this Agreement under any legal or equitable theory, including but not limited to, contract, negligence, unjust enrichment, or strict liability for: (i) any special, incidental or consequential damages; (ii) the cost of procurement of substitute products or services; or (iii) interruption of use or loss or corruption of data. Under any circumstances, MMWM’s liability to Client or any party claiming through Client shall be limited to the fees paid by the Client to MMWM under this Agreement during the six (6) month period prior to the Client notifying MMWM of the claim.
- Amendments or Modifications. The terms of this Agreement may be changed or modified at any time by MMWM, upon thirty (30) days’ advance, written notice to the Client (a “Change Notice”). The Client will have ten (10) days following its receipt of a Change Notice to notify MMWM in writing of its desire to terminate this Agreement, which termination shall be effective at 11:59 pm EST on the date preceding the effective date of the change or modification. The term “written” used herein shall include e-mail correspondence but not text messaging.
- Survival. The provisions of Sections 6, 11, 13, 14, 15 and 16 will survive the termination of this Agreement.
- Attorneys’ Fees & Costs. In the event of any litigation arising out of or pertaining to this Agreement, including any litigation to collect fees from the Client, if MMWM prevails the Client shall pay to MMWM, in addition to any judgment awarded, MMWM’s reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which MMWM is entitled will include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
- Choice of Law; Jurisdiction & Venue. This Agreement is governed by the laws of the State of Florida, without giving effect to its conflict of laws principles. Any litigation brought by the Client against MMWM must be brought exclusively in a Florida state court of competent jurisdiction sitting in Pinellas County, Florida. The Client waives any objections to venue on any basis, including inconvenient forum. The Client hereby irrevocably consents to the personal jurisdiction of said Florida state courts over Client in the event MMWM initiates suit against Client in such court.
- Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect. MMWM’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.