Terms and Conditions for Citypeak Marketing Services

AGREEMENT DETAILS

These Terms and Conditions, collectively referred to as the “Agreement” have been made regarding the Client and outlines the terms of service including but not limited to the cost, deliverables, and responsibilities of Citypeak Marketing LLC (“CPM”). Acceptance by Client of the Agreement issued by CPM shall constitute an agreement between Client and CPM. Client represents and warrants: (1) the full authority to enter the Agreement and performance of its obligations required in the Agreement; (2) the execution of the Agreement and performance will not violate any other agreement that it is a party to; (3) the Agreement constitutes the legal, binding and valid obligation of each party, enforceable against each party in accordance with its terms.
 

  1. Terms: The term of this Agreement will begin on the date listed in your contractual agreement.
     

  2. Scope: CPM shall provide only those professional services provided for the Client’s designated package outlined in the “Service Sheet”. Client understands and agrees that unless listed in the Agreement, CPM is not responsible for other work, or reports that may be required to be made to third parties. If Clients requests and CPM agrees to complete any additional services to or outside the scope identified in the Agreement, Client may be required to change packages or adjust monthly cost. The Client is required to review documents, provide answers to questions and if Client is unresponsive then CPM has the right to terminate the Agreement for the following month upon written notice. CPM will issue monthly tracking reports for work accomplished.
     

  3. Payment: Client is required to pay CPM the designated monthly price due by the 5th of every month. Failure to pay will result in an interest rate of 10% per month and stopped services until full payment is received. If Client paid the monthly rate after the 15th of the month then CPM has the right to notify Client if that payment will be credited toward the following month and services will then resume. Any costs resulting from third party services will be incurred by the Client that include but are not limited to printing or distribution of advertising material and are not covered in CPM’s monthly costs. The Client of this Agreement must pay necessary costs to the required third party to receive their services. Client may cancel CPM services as discussed in section “11. Termination”.
     

  4. Confidentiality: Information disclosed by one party to the other party, and is marked “confidential”, or which under the circumstances to be reasonably treated as confidential information (including this Agreement) will be treated so by the Client. Client shall not disclose such information to a third party without written consent of CPM. This limitation will apply for a period of 1 year after disclosure of such confidential information.
     

  5. Rates: Each package purchased will be at the rates and on the terms indicated in this monthly agreement. CPM may notify in writing 30 days prior to the effective date for any increase of the rates listed for packages, modifications to product/service offering, or its advertising terms. Client may notify CPM in writing if deciding to cancel this Agreement not less than 10 days prior to the changes taking effect.
     

  6. Indemnification: The Client signatory to this Agreement agrees to indemnify defend, protect and hold free and harmless CPM and its employees from claims, suits, expenses of any nature for which CPM may become liable by reason of its distribution of Clients advertising. Client will assume liability of results from their individual advertising without CPM’s affiliation.
     

  7. Ownership: All content and advertisements are owned by Client once CPM has received final approvals and payment has been made in full. CPM has the right to display graphics and other Web content as examples of CPM’s work.
     

  8. Client Content: Client represents and warrants to CPM that it: (1) owns or has acquired the written authority to use all the content given to CPM, (2) “Client Content” does not infringe or violate the rights of any third party including copyrights or trademarks, (3) and does not contain any obscene, threatening, defamatory, or unlawful content.
     

  9. Responsibility for Advertisements: Client warrants to CPM that it is fully authorized to deliver marketing services to third parties on its behalf through advertisements (including text, graphics, URL’s and linked sites and promotions), to which all content complies with applicable laws and regulations. It is the responsibility of Client to inform CPM of removed or relocated web content that may adversely affect the advertisements ability to deliver appropriate content to visitors and CPM will not be held liable for resulting errors.
     

  10. Termination: Client can provide a written notice to terminate this Agreement with CPM that will take effect the following month. CPM may reject services and/or immediately terminate this Agreement, upon written notice to Client for any of the following reasons: (1) if the Client fails to make payment when due or otherwise fails to perform any of the responsibilities of this Agreement, (2) if the Client ceases doing business, (3) or breaches this Agreement. If this Agreement is terminated for any of these reasons Client will remain liable for balances due on any products or services that were purchased, and Agency will send an invoice to Client, which agrees to pay promptly.
     

  11. Excusable Delays: CPM will not be liable for delay or failure to perform due to causes beyond its control. These causes include but not limited to; fire, labor interruption, civil disturbance, failure of suppliers and digital partners, power outages or acts of God. Any of these excusable delays will not penalize the client the hours allotted of that month, as services will resume thereafter.
     

  12. Independent Status: An independent contractor relationship will be created by this Agreement. Nothing in this Agreement shall be construed as making the parties joint ventures or any of its employees the employee of the other.
     

  13. Miscellaneous: This Agreement may not be changed orally and may only be amended in writing signed by both parties. Each representative of a party signing this Agreement is fully authorized to legally bind the party. This Agreement shall be construed and controlled by the laws of the State of South Carolina, and Client agrees to waive the right to object to South Carolina venues or jurisdiction. Any action or proceeding that arises from a claimed breach of this Agreement shall only be brought in the appropriate state or federal court in South Carolina. If CPM prevails in any dispute arising out of this Agreement, CPM will be entitled to reimbursement for its expenses and costs, regardless of whether any legal action is filed. Any action or proceeding arising out of this Agreement must be instituted within one (1) year after such cause of action has accrued.

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