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Online Marketing Services Terms and Conditions

Sacramento Internet Marketing Agency known as SIMA provides a range of marketing products and services for small and medium-sized businesses (the “Marketing Services”). The Order Form (the “Order Form”) sets forth which Marketing Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Marketing Services, and other relevant details. These Online Marketing Services Terms and Conditions (“Marketing Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to SIMA and govern the relationship between you and SIMA. All Order Forms are subject to acceptance by SIMA, in its sole discretion. The Order Form, the Marketing Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.

  1. Marketing Services. The Marketing Services include, but are not limited to, the following products:
    • Search Engine Marketing – Pay-Per-Click on Google, Yahoo and Bing
    • Search Engine Optimization
    • Website Development
    • Online Display Advertising
    • Live Chat
    • Facebook Advertising
    • Social Media
    • Retargeting
    • Remarketing
    • Reputation Management

 

2. Fees

 A. Identification of Fees.You agree to pay the amounts set forth in the Order Form. The Fees are generally divided into product fees and set-up fees.  Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that SIMA may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services, including, but not limited to, publisher set-up, keyword generation, landing page creation, phone tracking set-up, and creative services. SIMA reserves the right to change any of the Fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to SIMA by you.

B. No Pass-Through Obligations.You are not entitled to any credits, discounts, rebates, refunds provided to SIMA by its third-party publisher partners (the “Publishers”).

3. Payment Terms.

A. General. Once an Order Form has been accepted by SIMA, you will be responsible for payment in full of all Fees, except as may otherwise be provided in Section 4(c) hereof. The Fees shown are not inclusive of sales, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.

B. Manner of Payment. You shall pay for all amounts payable under this Agreement either by credit card (the “Client Card”), ACH (electronic debit from your bank account) or such other form of payment as SIMA may, in its sole discretion, permit.  You will be required to agree to the applicable payment authorization form(s), which also permit SIMA to recover any Cancellation Fees (as defined below) in the authorized manner. With SIMA’s prior approval, under certain circumstances you may pay by check. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by SIMA’s bank.

C. Timing of Payment.  Fees, as identified on the Order Form, are due in advance of each Month. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Month. SIMA shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Marketing Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.

4. Term/Termination.

A. Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until all Marketing Services under Order Forms have been completed or cancelled in accordance with the terms of this Agreement.

B. Cancellation. (i) Unless otherwise provided in the Product Terms, you may cancel any Marketing Service at any time and for any reason by notifying SIMA via email at donald@sacramentoima.com and unless you pay the Cancellation Fee (as described below), such cancellation will be effective as of the later of (a) completion of the initial Term as set forth on the Order Form (the “Initial Term”) or (b) completion of one full Month after submission of the Cancellation Notice.       For example if you give the Cancellation Notice while you are in the middle of  2nd month of the 3 month term, the termination will be effective after completion (and payment) through and including the 3rd month. (ii) SIMA may terminate at any time for any reason on written notice to you (which may be provided by email).

C. Cancellation Fee.If you wish to cancel any Marketing Service immediately (without having to complete the Initial Term (as set forth on the Order Form) or the one Cycle notice period (as set forth above), you may do so, but you will have to pay a cancellation fee equal one full month for such canceled product or services.

D. SIMA may, consistent with established payment practices, charge the Client Card or shall be permitted to cause payment to be made through ACH for the Cancellation Fee or SIMA may invoice you for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an Order Form under this section shall take effect until the Cancellation Fee has been paid, meaning that SIMA may continue the campaign, and you shall continue to be obligated to pay for the campaign in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate SIMA for your early cancellation of Marketing Services.

E. Cancellation Revocation. You may, on written notice to SIMA (email is acceptable) revoke such termination within 30 days after you have provided SIMA with the Cancellation Notice, in which case the Order Form will be reinstated and all applicable campaigns, if they had been stopped, will be re-initiated upon payment in full of all amounts owed. If the Cancellation Fee has already been paid, it shall be applied to the amount owing on the Order Form.

F. Termination for Cause. Either you or SIMA may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt, SIMA makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.

G. No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to SIMA, unless you properly terminate under Section 4(c) or SIMA terminates under Section 4(b)(ii), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.

H. Collection of Amounts Owed. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by SIMA in connection with its enforcement of its rights under the Agreement.

Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Marketing Services may continue to be available on the Internet following termination of Marketing Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to SIMA as of the effective date of termination.

Hold Harmless. Developer hereby indemnifies and holds the Customer harmless from and against all claims, suits, threats, demands, liabilities, settlements, negotiation costs and expenses, other costs, and attorney fees relative to any third party’s claim that the Web Site or any of the Web Site content provided by Developer, infringes upon or interferes with any proprietary right of such third party, including but not limited to copyrights, trademarks, trade secrets, privacy rights, moral rights, patents, publicity rights, or any other right that may now or at any time in the future exist under any federal or state law.

Arbitration. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to binding arbitration to be held in Sacramento, CA in accordance with the rules of the American Arbitration Association (the “Rules”). The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of arbitration.

In interpreting the terms of this Agreement, the parties agree that the laws of the State of California shall be applicable. All suits permitted to be brought in any court shall be venued in Sacramento County, State of California.

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof are deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.