Terms and Conditions : LocalAreaGuide

Below are the terms of the Agreement between Marketable Media and the Client.

1. Authorization. The Client is engaging Marketable Media as an independent contractor for services provided in the Project Scope portion of this Agreement. The Client guarantees that they are a representative of the company they are submitting to LocalAreaGuide.com and authorized to place the said company into the LocalAreaGuide.com directory.

2. Project Scope. Marketable Media will provide the following:

a. Profile. Marketable Media will provide the Client with a profile in the LocalAreaGuide.com directory.

b. Hosting. Marketable Media will provide hosting for the Client’s profile.

c. Video. In some cases Marketable Media will create a video for the Client. The video will be limited to 3 minutes, and will be posted on the Client’s profile and Youtube.com.

d. Internet Marketing. Marketable Media will provide search engine optimization services for the Client’s profile. This includes the optimization of content, images, alt tags, meta tags, and video (where possible). Marketable Media will focus on up to 10 keywords and submit the Client’s information to a minimum of 25 local directories. Marketable Media will also provide blog reviews, set-up Google Places & Analytics reporting (where possible), and review Client’s profile regularly.
Marketable Media reserves the right to disapprove any profile for active listing. In this event, the Client will be refunded for any paid Marketable Media fees.

3. Client Responsibilities. Marketable Media’s performance is predicated upon the following responsibilities being fulfilled by the Client.

a. Text. Custom text for the Client’s profile must be supplied by the Client in a .txt, .doc, or .docx format. There will be an additional charge for typesetting at $30/page for any client provided text not in these formats. All text supplied by the Client must be original. Generic content may be used, but must be provided by Marketable Media to insure that it is obtained properly.

b. Images. Custom images, photos, logos, and other graphics must be supplied by the Client. All images supplied by the Client must be original. Generic images may be used, but will be provided by Marketable Media to insure they are properly obtained.

c. Video. LocalAreaGuide.com does not host Client videos. Should the Client like to add their own video(s), they must submit their video to Youtube.com and provide Marketable Media with the embed code for the implementation onto the Client’s profile. Generic videos may be used, but must be provided by Marketable Media to insure they are properly obtained.

d. Payment. According to the terms outlined in Section 18.
If the Client does not furnish Marketable Media with content, images, or a video imbed code within 14 days of signup, Marketable Media will provide the missing aforementioned items to finish the Client’s profile.

4. Additional Expenses. Client agrees to reimburse Marketable Media for any Client requested expenses. Examples may include:

a. Purchase of specific fonts

b. Purchase of specific images

c. Purchase of specific software or plugins
This may be evidenced by e-mails confirming the requested expenses.

5. Maintenance Services. Marketable Media will perform free monthly maintenance and updates for any Client requests that are projected to take less than one hour, or upon the renewal of the Client’s initial term. Free work is limited to Project Scope items specified in Section 2. If the client desires Marketable Media to perform maintenance or updates on their profile, and the work is projected to exceed one hour, or it is determined to be out of Scope, this work will be billed at a rate of $65.00/hour, paid in advance.

6. Copyrights and Trademarks. The Client represents to Marketable Media and unconditionally guarantees that all text, images, videos, designs, trademarks, or other media furnished to Marketable Media for inclusion in the Client’s profile are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Marketable Media from any claim or suit arising from the use of such elements furnished by the Client.

7. Indemnification. Client agrees that it shall defend, indemnify, save, and hold Marketable Media harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, associated with the Client’s profile and campaign. This includes, but is not limited to: liabilities asserted against Marketable Media, its agents, clients, sub-contractors, servants, officers, and employees that may arise or result from any services provided, performed, or agreed to be performed, or any product or service sold by the Client, its agents, employees, or assigns. This may also include: infringing on the proprietary rights of a third party, copyright infringement, delivering a defective product, or misinformation which is detrimental to another person, organization, or business.

8. Warranties. Marketable Media disclaims all warranties, express or implied, including without limitation, any and all warranties of merchantability, fitness for a particular purpose, and non-infringement in connection with this Agreement.

9. Guarantees. Marketable Media has no control over the policies of the search engines or any third party websites. For this reason, Marketable Media cannot guarantee rankings, positions, or placement in any of the aforementioned. In addition, Marketable Media cannot guarantee additional revenue as a result of services provided.

10. Limitation of Liability. In no event shall Marketable Media, its employees, officers, or directors be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental or consequential damages, of any nature, including but not limited to delay, disruption, loss of product, loss of profits or revenue, loss of position, website/profile being banned, loss of use of the equipment or system, non-operational or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement of equipment systems or power, even if such party shall have been advised of the possibility of such damages. In no event shall Marketable Media be liable to Client or any other third party for any damages in excess of the amounts paid or due to Marketable Media hereunder. In no event shall either party be liable for punitive damages.The limitation on damages set forth above are fundamental elements of the basis of the Agreement between Marketable Media and the Client. Marketable Media cannot provide services without such limitations.

11. Laws Affecting Electronic Commerce. From time to time governments enact laws, levy taxes, and tariffs affecting internet, electronic commerce. The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, indemnify, and defend Marketable Media from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of internet, electronic commerce.

12. Ownership to Web Pages and Graphics. Copyright to the finished assembled work of web pages, including content, images, graphics, and videos provided by Marketable Media shall be vested with Marketable Media. Marketable Media retains the right to display all profiles as examples of their work in their portfolio.

13. Communications with Client. Client agrees to allow Marketable Media and its affiliates the right to provide unsolicited and continued communications with the Client both during and after this Agreement, either by way of e-mail, mail, or telephone. This will enable Marketable Media and its affiliates to continue an on-going relationship with the Client including providing updated information on services, etc.

14. Solicitation of Marketable Media’s Employees or Independent Contractors. During the term of this Agreement, and for one (1) year thereafter, Client shall not; (a) offer employment to or employ any Marketable Media employee or independent contractor either full-time or part-time; (b) hire or offer to hire any Marketable Media employee or independent contractor as a consultant, intern, trainee, or the equivalent of Client, to provide service or products having the same general nature as those provided by Marketable Media to its clients under this Agreement. The Client shall not request, cause, or induce Marketable Media employees or independent contractors to breach any agreement between the employee or independent contractor and Marketable Media; and the Client shall not request, cause, or induce the employee or independent contractor to leave the employ of Marketable Media.

15. Litigation. Any disputes arising from this Agreement will be litigated or arbitrated in Bonneville County, Idaho. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho and the parties expressly agree upon and consent to such jurisdiction and venue and consent to the personal jurisdiction of the State and Federal Courts located in the State of Idaho.

16. Payment of Fees. The Client fees associated with this Agreement and frequency of payments shall be determined by the package selected by the Client at the time of sign-up. Fees are due and payable on the first day of the billing cycle by an automatic credit card charge. Any declined or delinquent payments will result in the profile being blocked until payment is received. Client understands that blocking their profile can be detrimental to search engine rankings. If the Client should desire, they may upgrade their profile package at anytime. In this event, Client fees and their renewal rate will be adjusted to reflect the most recent package selected.

17. Duration. The duration of this Agreement shall be determined by the package selected by the Client at the time of signup. At the conclusion of this term, the Client may continue on a month-to-month term at the current rate of service, or cancel services in writing. In either event, the terms of this Agreement shall remain in force.

18. Termination. Marketable Media and the Client retain the right to terminate this Agreement at anytime. If the Client terminates this Agreement before the completion of the initial term, a four hundred dollar ($400.00) cancellation fee will be assessed. Client agrees to pay for all services rendered by Marketable Media prior to the date this Agreement is terminated. Any unpaid balances will be due thirty (30) days after termination.

19. Payment Guarantee. By typing the Client’s name in the appropriate section and checking the “I Accept Terms and Conditions” box, the Client, in his/her individual capacity (even though he/she may place a title or other designation next to his/her signature), jointly and severally unconditionally guarantees and promises to pay to Marketable Media all indebtedness of the Client at any time arising under or related to any services requested through this Agreement, as well as any additions, changes or adjustments to this Agreement. Client, (i) will pay Marketable Media’s costs and attorney’s fees in enforcing this guaranty; (ii) this guaranty will be governed by Idaho Law; and (iii) this guaranty shall benefit Marketable Media and it’s successors and assigns; and (iv) an electronic signature or a facsimile of the Client’s signature, in any capacity, may be used as evidence of Client’s agreement to the terms of this guaranty.

20. Hosting. Hosting services for Client’s profile will be provided at no additional fee.

21. Revisions. Marketable Media retains the right to amend or modify this Agreement at any time at their sole discretion. Any changes to the terms will be provided to the Client, in writing, thirty (30) days in advance of any change.

22. Entire Agreement. The parties understand and expressly agree that (i) this Agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof, (ii) this Agreement constitutes the entire agreement between the parties relative to the subject matter hereof, and (iii) there are no representations, warranties or agreements, either express or implied or oral or written, except as set forth herein. This Agreement may be modified only in writing executed by both parties that specifically indicates it is amending this Agreement.

23. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

24. Construction. The language used in this Agreement will be deemed the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against either party.

25. Waiver. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

26. Signature. By typing the Client’s name in the appropriate section and checking the “I Accept Terms and Conditions” box, Client understands he/she has authorized Marketable Media to proceed with implementing the terms of this Agreement.

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