1.  TERM, TERMINATION AND AUTOMATIC RENEWAL

The initial term of this Agreement is one (1) year (“Initial Term”). Client may execute opportunity to amend services after ninety (90) days from services go-live date.  If Client does not provide thirty (30) days’ written notice of termination prior to the end of the Initial Term, this Agreement will automatically renew on an annual basis (“Renewal Term”).  During any Renewal Term, Company reserves the right to amend the pricing of the Services upon thirty (30) days’ notice to Client.  All promotional discounts and concessions are valid for the length of Initial Term only and will not apply to any Renewal Term.

2.  PAYMENT

As payment for the Digital Marketing Services rendered pursuant this Agreement, Client shall pay Company the monthly sum as detailed in the Order Form.

a.  Terms – Payment of the Digital Marketing Services fees shall be due within twenty (20) days of the invoice date. Company reserves the right to require a deposit as security for the payment. Unpaid fees due hereunder shall be subject to collection efforts if not paid within the allotted time.

 b.  Set up fees – A non-refundable set-up fee per property is required upon execution of this Agreement. Such set-up fee is non-recurring and may not be used to pay for Digital Marketing Services performed pursuant to this Agreement or any Order Form.

c.  Effect of Termination – Client shall remain liable to Company for any fees incurred by Client here under prior to the effective date of any termination of this Agreement.

3.  CLIENT RESPONSIBILITIES

For the purposes of Company providing Digital Marketing Services, Client hereby: 

a.  Authorizes Company use of all of Client’s logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for Digital Marketing Services.

b.  Agrees that if Client’s web site(s) is light in textual content, Client will provide additional relevant textual content in electronic format for the purpose of creating additional web pages.

c.  Agrees that Company may request that Client provide “traffic/leasing report” information to properly determine transparent campaign performance. Requests will be made directly to Client, and Company will not share this information under any circumstances.

4.  CLIENT ACKNOWLEDGEMENTS

Client understands, acknowledges, and agrees that:

a.  Company has no control over the policies of search engines or directories with respect to the type of web sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. Company will resubmit those pages that have been dropped from the index, but Company provides no warranty of acceptance by any particular index.

b.  Some search engines and directories may take several months after submission, or longer, to list Client’s web site(s). Company makes no warranty or guaranty as to the timing of search engine listing by any particular search engine. 

c.  Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. No compensation will be provided for the failure of any particular search engine to accept a listing at any given time.

d.  Occasionally, search engines and directories will drop a listing for no apparent or predictable reason. Often a listing will “reappear” without any additional submissions. Should a listing not reappear, Company will re-submit the web site(s) based on the current policies of the search engine or directory in question. No compensation will be provided for “dropped” listings.

e.  Some search engines and directories offer expedited listing services for a fee. Company encourages Client to take advantage of these expedited services. Client is responsible for all expedited service fees unless otherwise noted in the Order Form.

5.  CLIENT REPRESENTATIONS

Client makes the following representations and warranties for the benefit of Company:

a.  Right to Choose – Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

b.  Laws and Tariffs – From time to time governments enact laws and levy taxes and tariffs affecting internet electronic commerce. Client agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of internet electronic commerce arising out of this agreement.

c.  Third Party Terms and Conditions – Client acknowledges and warrants that it has read, understood, and will comply with all Facebook, Twitter, Pinterest, Yelp, Google+, YouTube, Foursquare and Apartment Ratings Terms and Conditions as a part of its business relationship with Company.

6.  WEB SITE CHANGES

Company is not responsible for changes made to Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of Client’s web site(s).

7.  ACCOUNT ACCESS & AUTHORIZATION

Company is authorized by Client to assume the identity of Client in all social media & reputation management interactions on the internet including, but not limited to, status updates, blog posts, online forum discussions and message board posts, comments, responses to user comments, and emails. Client will demonstrate this authorization by providing URLs, usernames, and passwords for all of its social mediums.

8.  CLIENT CONFIDENTIALITY

Company will hold Client’s URLs, usernames, and passwords in strict confidence. Company will not share this information under any circumstances, nor will Company sell this information to a third party.

9.     RIGHTS OF USE

Client will retain the right to all content created by Company for Client during the term of this Agreement. However, Client may not distribute for profit any content created by Company for Client without the written consent of Company while under contract with Company. Furthermore, Company will retain the right to use any and all content created by Company for Client during the term of this Agreement for the purpose of (1) providing samples of the Company’s work or (2) instruction – including, but not limited to, presentations, lectures, webinars, and published material in any medium.

11.     INDEMNIFICATION

Client shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from Company’s work performed under this Agreement and (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Company (“Client Content”), or (b) a claim that Company’s use of Client Content infringes the intellectual property rights of a third party. Client specifically agrees to pay all reasonable attorney’s fees (for attorney chosen by Company), legal costs, reasonable expert fees and all other costs arising from any claim, action or adjudication covered by this provision.

12.     DISCLAIMER OF ALL OTHER WARRANTIES

Company does not warrant that the digital marketing services will meet Client’s expectations or requirements. The entire risk as to the quality and performance is with Client. Except as otherwise specified in this agreement, Company provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement and the performance or inability to perform under this agreement.