Terms of Service 2023
THIS AGREEMENT, made this day of any signed proposal, verbal or written communication, by and between Rohring Results, with its principal place of business located at 1201 6th Ave W Suite #100, Bradenton, FL 34205 (“Agency”), and (“Client”).
Purpose. The Agency will perform social media marketing, ad buying, business consulting, website design, website hosting and maintenance, and search engine optimization services (“Services”) on behalf of the Client. The deliverable specifics will be outlined in the proposal between the Parties.
Term. The term of this Agreement shall commence on the date of acceptance by the Client and shall continue until completion of the Services.
Website Happiness Guarantee. The Client is entitled to unlimited revisions of the work conducted by our designers for the initial homepage design for CUSTOM Websites (Not ANY OTHER PAGE). At any time during this process, either party can walk away, and we will refund the website design down payment in full.
Price & Payments. The Client shall pay the Agency the fees as outlined in the proposal or invoice provided by the Agency. Payment shall be due and payable prior to the rendering of any services by the Agency.
The Client shall pay interest on all amounts that are not paid when due at a rate of 1.5% per month or the highest rate allowed by law, whichever is lower. In the event that the Client fails to make any payment when due, the Agency may, at its option, cease performing any further services until such payment is received.
The Client shall be responsible for all costs of collection, including attorneys’ fees, incurred by the Agency in collecting any amounts due hereunder. The Client agrees to put a card on file or input an ACH account for the initial deposit to start work and for the monthly agreed-upon services.
Amendments. This Agreement may be amended, modified or supplemented only by written instrument executed by both Parties, which instrument specifically references this Agreement, or by an invoice, email or text communication between the Parties that specifically references this Agreement. The terms and conditions of any such amendment, modification or supplement shall be binding upon the Parties as if fully set forth in this Agreement.
Intellectual Property. We agree that any intellectual property provided to him/her by the Client will remain the sole property of the Client, including, but not limited to copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential information or trade secrets.
Material Provision. The Client shall provide the Agency with all necessary materials, including but not limited to logos, images, copy, product specifications and any other information, in a timely manner to enable the Agency to perform its services in accordance with the terms of this Agreement. The Client shall be responsible for obtaining all necessary permissions and licenses required for the use of such materials. The Client shall indemnify and hold harmless the Agency from any and all claims arising from the use of such materials in accordance with the terms of this Agreement. If the Client fails to provide the necessary materials, the Agency may, at its option, cease performing any further services until such materials are received.
Ads & Social Media Management. It is the responsibility of the client to provide feedback on all ad content and designs within a reasonable timeframe. In the event that the client fails to provide feedback within this timeframe, the marketing company reserves the right to run the ads as-is. The marketing company requires approval from the client prior to the start of any social media management campaigns. In the event that the client fails to provide approval within 5 days of receiving the campaign materials, the marketing company reserves the right to commence the campaign without further delay.
Refund Policy. Once the campaign goals and scope been approved and work has started, refunds will not be discussed. The marketing company will provide high-quality services and strive to meet the client’s expectations, however, no refunds will be provided for services that have already been rendered.
Confidentiality. The Agency agrees to keep confidential and not to disclose any confidential information of the Client to any third party. The Client agrees to keep confidential and not to disclose any confidential information of the Agency to any third party.
The Parties agree that the confidentiality clause in this Agreement will remain active and in power even upon the termination of this Agreement.
By accessing or using our services, the client acknowledges and agrees that all calls will be recorded and transcribed, and such transcripts may be used for any communication purposes, including but not limited to our CRM, Business Profile, legal proceedings, without further notice or consent from the client.
Disclaimer of Warranties. The services provided by the Agency under this Agreement are provided on an “as is” basis. The Agency makes no representations or warranties of any kind, express or implied, as to the services or any part thereof, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement. The Agency does not warrant that the services will be error-free or uninterrupted.
Limitation of Liability. In no event shall the Agency be liable for any indirect, incidental, special, punitive, or consequential damages arising out of this Agreement or the performance of the services, even if the Agency has been advised of the possibility of such damages. The total liability of the Agency for any and all claims arising from this Agreement or the performance of the services, regardless of the form of action, shall not exceed the total fees paid by the Client under this Agreement. The parties agree that these limitations of liability are essential elements of this Agreement and that in their absence, the economic terms of this Agreement would be substantially different.
Indemnification. The Client shall indemnify, defend, and hold harmless the Agency, its officers, directors, employees, agents, and assigns from any and all claims, demands, causes of action, losses, damages, or expenses, including reasonable attorneys’ fees, arising out of this Agreement or the Services provided by the Agency.
Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. The Client may terminate this Agreement immediately if the Agency breaches any material term of this Agreement. Upon termination, the Client shall pay the Agency for all Services rendered through the date of termination.
Non-Disparagement. The Client agrees that it will not make any false or disparaging statements about the Agency, its officers, directors, employees, agents, or assigns. The Agency agrees that it will not make any false or disparaging statements about the Client, its officers, directors, employees, agents, or assigns.
Right to Cure. The Agency shall have thirty (30) days from receipt of written notice of any breach of this Agreement to cure such breach.
Assignment. The Client shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of the Agency. Any attempted assignment or delegation without such consent shall be null and void. The Agency may assign its rights and delegate its obligations under this Agreement without the prior written consent of the Client.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida in the city of Bradenton. The Parties agree to submit to the exclusive jurisdiction of the courts of Manatee County for any dispute arising under or in connection with this Agreement.
Severability. If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
Waiver. The failure of either Party to enforce any right or remedy under this Agreement shall not be deemed a waiver of such right or remedy.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties.
Representations and Warranties.
The Client represents and warrants to the Agency that: (a) The Client has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; (b) The execution and performance of this Agreement by the Client does not conflict with any agreement or instrument binding on the Client; (c) The Client will comply with all applicable laws and regulations in connection with its performance under this Agreement; and (d) All information provided by the Client to the Agency is accurate and complete.
The Agency represents and warrants to the Client that: (a) The Agency shall perform its services in a professional and competent manner, in accordance with industry standards; (b) The Agency shall use its best efforts to complete the services within the time frame agreed upon; (c) The Agency shall perform its services in accordance with all applicable laws and regulations; and (d) The Agency shall only use the information and materials provided by the Client in accordance with the terms of this Agreement.
The parties agree that a material breach of any representation or warranty set forth above shall be grounds for termination of this Agreement. The parties further agree that the remedies set forth in this Agreement shall be the Client’s sole and exclusive remedies for any breach of representation or warranty by the Agency.