Terms and Conditions

Definitions

  1. “Agreement” means the services selected above its Terms and Conditions and your purchase of selected services related to this service.
  2. “Company” means GoEpps (formerly “Epps Interactive,” the creator and owner of DodgeballSEO and Dodgeball Marketing).
  3. “Client” means the purchasing company.
  4. “Client Content” means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.
  5. “Deliverables” means the services and work product specified in this Agreement to be delivered by Company to Client.
  6. “Services” means all services and the work product to be provided to Client by Company as described and otherwise further defined in this Agreement.
  7. “Final Deliverables” means the final versions of Deliverables provided by Company and accepted by Client.
  8. “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

Payment Terms

  1. Payment Schedule. Payment will be processed via automatic recurring payment in full according to the payment schedule provided above.
  2. Invoices. Invoices for any additional services outside of your approved automatic payments are payable within fifteen (15) days of receipt. Invoices shall list any expenses and additional costs as separate items.
  3. Late Fee. A monthly service fee of five (5%) percent, or the maximum allowed by law, is payable on all overdue balances.
  4. Returned Check. In the event a check is returned due to non­payment for any reason, Client must immediately pay total amount, plus any bank charges accrued by Company with an additional $25 non-refundable returned check fee.
  5. Crediting Late Payments. Payments will be credited to late payments first, then to unpaid balances.
  6. Collection Expenses. Client shall pay all collection and/or legal fees caused by late payments.
  7. Withholding Delivery. Company may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

Price Increases

  1. Costs for services can increase year to year.
  2. When you purchase, your monthly price is locked in for you for the next 12 months.
  3. Package costs are guaranteed not to increase by more than 15% per year.

Costs for Additional Requests

  1. Items and services that require additional cost may be requested by the Client and specifically approved by Client via email prior to purchase or reservation. These additional items and services include travel, storage media, printing, presentation materials, additional services, or other items the Client may request. Costs for additional requests will be billed to Client.
  2. Cost of additionally requested photography or videography is not included in this Agreement. All costs of photography or videography will be reviewed and approved by the Client before purchasing. All photography or videography purchased for this project will be licensed by the Company on behalf of the Client for use in this project.

Client Responsibilities

  1. Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (i) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Company, unless otherwise specified in the Agreement; (ii) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Deliverable; and (iii) Make decisions regarding other parties.

Relationship of the Parties

  1. Independent Contractor. Company is an independent contractor. Company shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Company and the work product or Deliverables prepared by Company shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
  2. No Exclusivity. This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Company, and Company shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Company.

Representations and Warranties

  1. By Client. Client represents and warrants to Company that: (i) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (ii) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; and (iii) Client will obtain all necessary and appropriate rights and licenses to grant license to Company to use Third Party Materials.
  2. By Client. Client represents and warrants to Company that: (i) To the best of Client’s knowledge, use of the Client Content does not infringe the rights of any third party; (ii) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; and (iii) Client will obtain all necessary and appropriate rights and licenses to grant license to Company to use Third Party Materials.
  3. By Company. Company represents and warrants to Client that: (i) Company will provide the Services identified in the Agreement in a professional and workmanlike manner; (ii) Company shall secure all necessary rights, title, and interest in and to the Final Deliverables, sufficient for Company to grant the intellectual property rights provided in this Agreement; (iii) Company will not enter into any agreements with third parties on behalf of Client but will coordinate the arrangements for third party services if the need arises; (iv) To the best of Company’s knowledge, the Deliverables will not violate the rights of any third parties; and (v) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Company shall be void.
  4. Warranty Period. In addition to the above, Company will provide any technical support and assistance to provide complete Final Deliverables, including correcting any errors or deficiencies, but shall not include the development of enhancements to the Final Deliverables or other services outside the scope of the Proposal. This “Warranty Period” will begin upon completion of the Final Deliverables and will extend for one (1) month.
  5. Except for the express representations and warranties stated in this agreement, company makes no warranties whatsoever. company explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

Indemnification and Liability

  1. By Client. Client shall indemnify Company from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Company shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
  2. By Company. In the case of a third party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, Company may at its own expense, replace any infringing content with non-infringing content.
  3. Limitation of Liability. The services and the work product of company are sold “as is.” in all circumstances, the maximum liability of company, its directors, officers, employees, design agents and affiliates (“company parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of the fees paid to company under this agreement. in no event shall company be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by company, even if company has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

Term and Termination

  1. Term. This agreement shall begin when both parties sign and shall continue until all Services are complete and the Final Deliverables are delivered, or until the Agreement is terminated.
  2. Termination for Cause. Either party may terminate this agreement at any time, on thirty (30) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that thirty (30) day period.
  3. Termination for Insolvency. Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
  4. Termination by Mutual Agreement. This agreement may be terminated by the mutual agreement of the parties.
  5. Termination for Convenience. Following the minimum engagement period, either party may terminate this agreement at any time and for any reason on thirty (30) days prior written notice to the other party. If Client terminates the Agreement under this section, Company shall, at Client’s reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
  6. Termination Fees. In the event of termination, Client shall pay Company for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination.
  7. Intellectual Property. If Client terminates and on full payment of compensation, Company grants Client right and title as provided by this Agreement with respect to those Deliverables provided and accepted by Client as of the date of termination.

Rights to Deliverables

  1. Client Content. Client Content is the exclusive property of the Client. Client grants Company a nonexclusive, non transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Company’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
  2. Preliminary Works. Company retains all rights in and to all preliminary drawings, artwork, specifications, and other visual presentations materials (the “Preliminary Works”) and same may not be used by Client without written permission of Company. Furthermore, Client shall return all Preliminary Works to Company within thirty (30) days of completion of the Final Deliverables.
  3. Final Deliverables. Upon payment of all fees under this Agreement, the Final Deliverables provided by Company under this Agreement shall be for the exclusive use of Client other than for the promotional use by Company. All rights of the Final Deliverables will belong to Client.

Dispute Resolution

  1. Litigation. In all circumstances, the parties specifically consent to the local, state and federal courts located in Davidson County, Tennessee. The parties waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
  2. Attorney Fees. The prevailing party shall be entitled to recover its attorneys’ fees and costs in any dispute resolved by binding arbitration or litigation.

General

  1. Modification/Waiver. Modifications to this Agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach
  2. Authority. Client represents that it has full power and authority to enter into this Agreement and that it is a binding upon Client and enforceable in accordance with its terms. Company represents that it has full power and authority to enter into this Agreement and that it is a binding upon Company and enforceable in accordance with its terms.
  3. Notices. All notices under this Agreement shall be given in writing either by: (a) Fax or Email, with return confirmation of receipt; (b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email or fax, on confirmation of receipt.
  4. No Assignment. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other party, except that either party may assign this agreement to an affiliate (being an entity controlling, controlled by, or under the common control with such party) without the consent of the other party.
  5. Governing Law. The place of performance of this Contract shall be the State of Tennessee. This Contract shall be construed, interpreted, and enforced according to the laws of the State of Tennessee as required under applicable laws and regulations. Venue is agreed to be proper in Davidson County, Tennessee.
  6. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.
  7. Headings. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.
  8. Complete Agreement. This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement. The parties hereto shall be entitled to rely upon signatures on copies of this Agreement transmitted by facsimile in multiple counterparts.
DodgeballSEO

DodgeballSEO is a performance marketing tool that makes SEO and digital marketing simple.

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