TERMS OF SERVICE
Cultivating & Marketing Professionals Inc.® (“Cultivating & Marketing Professionals Inc.®,” “we,” or “us”) provides a range of marketing products and services for businesses of all sizes (the “Services”). Your Service Agreement (the “Service Agreement”), Service Order (the “Service Order”), or Online Order Form (the “Order Form”) sets forth which Services you are purchasing, the party entering the agreement (the “Client,” “you” or “your” and together with Cultivating & Marketing Professionals Inc.® the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Agreement means any Service Agreement, Service Orders or Online Order Form or any combination of the foregoing. These Terms of Services (the “Terms of Service” or the “Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Cultivating & Marketing Professionals Inc.® and govern the relationship between you and Cultivating & Marketing Professionals Inc.®. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service, and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These Terms of Service may be reviewed at any time at camarketingpros.com/licensing.
CULTIVATING & MARKETING PROFESSIONALS INC.® PROVIDES THE SERVICES AND SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPTS AND COMPLY WITH THEM. BY EITHER SIGNING A SERVICE AGREEMENT/SERVICE ORDER OR BY CHECKING THE "ACCEPT" BOX ON THE SIGNUP ORDER FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE TO BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES OR SOFTWARE.PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHICH CONTAIN, AMONG OTHER PROVISIONS, DISPUTERESOLUTION PROVISIONS, A WAIVER OF CLASS-ACTION RIGHTS AND LIMITATIONS OF LIABILITY. UNLESS OTHERWISE EXPRESSLY STATED, CULTIVATING & MARKETING PROFESSIONALS INC.® DISCLAIMS ANY AND ALL WARRANTIES WHETHER PROVIDED BY CULTIVATING & MARKETING PROFESSIONALS INC.®, ITS AFFILIATES, OR ITS RESPECTIVE EMPLOYEES AND AGENTS.
1. Definitions and Products.The Cultivating & Marketing Professionals Inc.® products, services, and other capitalized terms have the definitions as defined in this section or in the section where they first appear.a. Ads/Ad Credits.Ad Credits are used to run advertisements across digital platforms under the Model A Advertising Plan. Ad Credits cost one dollar ($1.00) per credit. Ad Credits are allocated as follows: fifty-one percent (51%) of each Ad Credit is allocated to media buy (paid placement on services such as Google AdWords, Facebook, OTT streaming television, LinkedIn, Instagram, etc.) and the remaining forty-nine percent (49%) is allocated to campaign management and campaign optimization. Please note, the media buy allocation percentage is subject to change without notice. Ad Credit costs, including cost-per-click reporting and more, are reflected through the Ad Credit Program within the Cultivating & Marketing Professionals Inc.® platform for return on investment (ROI) and cost-per-conversion tracking/analysis. Ad Credits are subject to the terms and conditions of the applicable 3rd Party provider (e.g., Google, Instagram, YouTube, Facebook), and some services may not be available for some client products or services. You may access a performance report which includes raw data on costs, clicks, and impressions at the Google advertising account level at any time by clicking the applicable link on your Cultivating & Marketing Professionals Inc.® dashboard. Ad Credits are non-refundable but may be allocated to other services with a written request (email acceptable). If you cancel your recurring Ad Credit product, your credits on file will remain in your account for one billing cycle and must be used or transferred to another product during your next monthly billing cycle or may be forfeited. If we are developing a website for you, your Ad Credits and related services can not be used until your site has gone live with your approval. Actual ad position on 3rd Party websites is based on several factors, and top position cannot be guaranteed. In any billing cycle, Cultivating & Marketing Professionals Inc.® may spend any credits you have on file. Cultivating & Marketing Professionals Inc.® will monitor your Ad Credit spend to keep you on budget, but in rare cases, Cultivating & Marketing Professionals Inc.® may spend over and above the number of credits you have on file. Any balance of your Ad Credit budget remaining at the end of a monthly billing cycle, positive or negative, will be rolled over to the next monthly billing cycle. Any negative balance remaining at the end of the Term is due at that time. We use a master advertising account with each 3rd Party Ad Credit services provider (Google, Bing, Yahoo, Facebook, etc.). We will set up an advertising account for you within our master advertising account. You acknowledge that you must use our master advertising account in order to use Ad Credits for these services. Because all of our accounts are linked within our master advertising accounts, we will not provide access to view or control your advertising or analytics accounts at the advertising account level of the respective service provider. You acknowledge that we will not transfer any advertising accounts or related account access to you at the end of the Term. You can get a report of your advertising performance and Ad Credit usage by logging into the Cultivating & Marketing Professionals Inc.® platform at any time or by contacting your Marketing Success Manager, if applicable.
b. Complimentary Promotions. Cultivating & Marketing Professionals Inc.® occasionally offers Complimentary Promotions to new Clients signing a Service Agreement. Complimentary Promotions take the form of funds, credits, or creative hours added to the Client’s account to offset marketing costs under the Service Agreement. Unless otherwise stated, Complimentary Promotions may be used to offset any cost associated with the Service Agreement with the exception of Ad Credits or 3rd Party advertising media buy. Complimentary Promotions are fully contingent on you fulfilling the Initial Term. If you cancel the Service Agreement prior to fulfilling the Initial Term, Client must pay back all Complimentary Promotions spent on Client’s account at the time of cancellation, in addition to any applicable Early Cancellation Fees.
c. Content Credits.“Content Credits” are used to provide written content, SEO, Creative Services, graphic design, video and photo services and other content for your website or social media profiles. for DIFM accounts with a monthly or one-time Content credit budget. Content Credits cost one dollar ($1.00) per credit. Content credits can be used to execute such things as SEO keyword research, Creative Services, Video/Photography Services, website optimization, title tag and meta description optimization, link quality auditing, disavowing bad links, internal linking optimization, blog architecture optimization, image tag optimization, social medianetwork optimization, Google Business Profile and Google maps listing optimization, page schema markup, page content creation and optimization, blog post writing and optimization, SEO optimized infographic design, guest blog posting for link building, video production and more. All Content credit usage is determined by Cultivating & Marketing Professionals Inc.® based on what we estimate will have the greatest impact on organic growth. Depending on your marketing goals these Content services may begin as soon as you are entered into our system, however, in some cases, it might not make sense to use Content Credits until your website has gone live with your approval. Your Marketing Success Manager and/or Content team members will determine the best allocation of your resources depending on your goals. Content Credits are non-refundable, but may be allocated to other services, with the exception of Ad Credits, with a written request (email acceptable). If you cancel your recurring Content Credit product, your Content Credits on file will remain in your account for one billing cycle and must be used or transferred to another product during your next monthly billing cycle or may be forfeited. Unless otherwise specified, content will be automatically posted to your website periodically. You are solely responsible for any content that we post as well as the review and approval of all website content, and it is your responsibility to notify Cultivating & Marketing Professionals Inc.® of any errors. Upon receiving notice of an error, Cultivating & Marketing Professionals Inc.®’s sole responsibility shall be to remove the erroneous content as soon as is practicable. All content will be considered approved unless you provide notice to Cultivating & Marketing Professionals Inc.®. A one-time allocation of 3000 words of content is included with your initial Cultivating & Marketing Professionals Inc. Platform setup. You may log into the Cultivating & Marketing Professionals Inc.® platform at any time to track Content Credit usage and results. Additional Content Credits may be added at any time in order for additional activities to be completed. Creative Deliverables.
d. Creative Deliverables shall be defined as the end product of Custom Website Design services, the final delivered logo design, video media in final delivered form, photography media in final delivered form, the final end product of any Content services, the final end product of Social Media Management services, and the end product of any creative services defined in Section 1.
e. Innovative Services.
Our innovative services include, but are not limited to, Custom Website Design, logo design, photography services, and general design and development time. All innovative services are offered via Content Credits. In some cases, we may provide an estimated credit bid for Innovative Services. This credit bid is provided based on the information received from you at the time of offer but is not a guarantee. If additional credits are required to complete the project, you will be notified before any additional charges, beyond the initial credit bid, are incurred. Inthe event of increased costs, we will proceed only after receiving your approval (written or oral). Your approval of any credit increase shall be binding and incorporated into this Agreement. Our Creative Services necessarily require your input and cooperation. You agree to provide materials, direction, information, approvals, authorizations or decisions necessary for us to complete your project. We will work with you to complete your Creative Services project on your timeline. However, if we do not hear from you for over one year, we may cancel your project and you will forfeit any amounts paid for the Creative Services.
f. Custom Website Design
Custom Website Design shall mean a website not based on one of our preexisting designs and that is developed pursuant to an hourly bid and scope of work signed by the Client. The words Custom Website Design will be prominently listed on any Custom Website Service Agreement.
g. Email Marketing.
Email Marketing is a service offered and managed by Cultivating & Marketing Professionals Inc. Any third party service that is used is in compliance with the The Anti-Spam Policy is incorporated into this Agreement by reference.
The Cultivating & Marketing Professionals Inc. offers to includes the “Basic Listings” program. With Elemental Listings we will add, update, and sync your business information across Facebook, Google, and Local Business Profiles. The “Prime Listings” program is available for $109/mo. The Prime Listings program is used to add, update, and sync your local business listings across dozens of local sites through your Cultivating & Marketing Professionals Inc.® interface. The Listings programs are available for Marketing Clients with physical business locations. Included with the Cultivating & Marketing Professionals Inc.® Basic Platform payment is a Basic Listings account for one location. Additional Listings locations are available at an additional price per location.
i. Local Service Ads.
Using this program, we will assist you in getting approved, setting up, and running Google Local Service Ads programs. Local Service Ads are run using Ad Credits under the Prime Marketing Platform. All Local Service Ads are run under the Google Local Service Ads terms. If Google issues a refund for any service you offer under the Local Service Ads program, you agree to immediately reimburse us for the amount of the refund. You further agree that we may offset any refund against your credits on file.Cultivating & Marketing Professionals Inc.® Payments. Cultivating & Marketing Professionals Inc.® Payments and related services are governed by the Cultivating & Marketing Professionals Inc.® Payment Terms located at www.camarketingpros.com/licensing (the "Payment Terms"). The Payment Terms are incorporated in full by this reference. If you use Cultivating & Marketing Professionals Inc.® Payments services, you hereby agree to be governed by the Payment Terms. CAM Professionals Inc.® Prime Marketing Package. Under this plan, you will purchase Ad Credits, and ads will be run through our master advertising accounts using those Ad Credits. This is the default advertising plan for all Clients. If your Service Agreement doesn’t specify which advertising model you are using, you are under Model A.A-List Marketing Package. Under the Elemental, you will not be purchasing Ad Credits, but will instead pay a monthly optimization fee. Client will be responsible for purchasing ads directly from the applicable 3rd party ad provider in Client’s own advertising accounts. Prime Essentials pricing is only available for Google, Facebook, Instagram, Blip Billboards and LinkedIn Ads, and all ad campaigns not on these services will be on the A-List pricing structure. You agree to provide the Company with admin access to these accounts during the Term. The monthly Optimization Fee (the “Optimization Fee”) is equal to $4,000 plus 10% of Client’s monthly 3rd Party Media Buy total from the prior month. We will manage all of your ad campaigns for this set monthly Optimization Fee. Your Marketing Success Manager will calculate your actual monthly spend for the previous month prior to your monthly bill date, and you will receive an additional invoice each month equal to 10% of your actual ad spend from the prior month. A-List is recommended for all Clients consistently spending more than $10,000 per month in Ad Credits.Onboarding Package. All Cultivating & Marketing Professionals Inc.® accounts, with the exception of Trial Accounts, come with an Onboarding Package. This Onboarding Package includes, as applicable, work to customize your Cultivating & Marketing Professionals Inc. Platform account for your business, either the design of a new website or the integration of your existing website into the platform, and basic training for you or you or your employees on the use of the platform. A one-time allocation of 3000 words of content is included with your initial Cultivating & Marketing Professionals Inc. The amount of your Onboarding Package is defined in your Service Agreement. If your Service Agreement does not define the Onboarding Package it shall be equal to $2,350.00. Cultivating & Marketing Professionals Inc.® may agree to waive some or all of the Onboarding Package with your agreement to an Initial Term of six (6) months or more. If you fail to complete your Initial Term you acknowledge that you must repay any previously waived Onboarding Package. See Section 6.c. for more information about early cancellation of your Service Agreement. In some earlier Service Agreements, the Onboarding Package may be referred to as the “Setup Fee.”Instagram/Facebook 3rd Party Audience Data. If you choose to use the 3rd Party Audience Data, we will provide access to the Oracle Data Cloud Digital Audiences for use in your Facebook/Instagram ad campaigns. The cost of the services is fifteen percent (15%) of the total gross amount (prior to any discounts, rebates, or any other offsets) that you spend on media that includes the Oracle Powered Facebook CustomAudiences in any Facebook Ad Sets (your “Gross Media Spend”). An amount equal to 15% of your estimated Gross Media Spend will be taken from your Ad Credits on file prior to your Facebook ad sets running. Any excess charges not accounted for in this estimate will accrue over the month, and you will be billed for these charges in arrears with your regular monthly marketing payment. Your use of these services in connection with Facebook ads is subject to separate terms and conditions, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/policies/ads, as updated by Facebook from time to time). You represent and warrant that (i) your content complies with all applicable foreign and domestic federal, state and local laws and government rules and regulations (including any laws, directives or regulations relating to privacy, consumer protection, databases, data collection or data transfer) and your privacy policies, (ii) you have provided proper notice and secured proper consent for the collection and use of your content in connection with this Agreement, and (iii) you have procured all rights and licenses, and have all power and authority, necessary to provide your content to the Company without the additional consent of any third party. You further represent and warrant that any of your content provided to the Company for utilization in connection with the Facebook Platform Services (i) consists solely of Personal Data based records (and not cookie-based records or cookie-based records that are appended to Personal Data that were either (x) collected from your customers or (y) purchased or licensed by you from third parties and (ii) is readily available and accessible to you. You expressly agree that Facebook is an intended third-party beneficiary of this Agreement with respect to the provisions set forth in this Section. To use these services, we must provide Oracle with access and permissions to your Facebook Business Manager and/or Ad Accounts to which Oracle has fulfilled Oracle Powered Facebook Custom Audiences to allow Oracle to access, via Facebook reporting APIs, audience usage reporting on an ongoing basis for the use of Oracle Powered Facebook Custom Audiences. You acknowledge and expressly consent to CAMPros Inc. sharing this information and these permissions with third party audience data. EU GDPR Obligations: Your content may not relate to individuals subject to the General Data Protection Regulation (GDPR) 2016/679.Print and Merchandise Services. Print and Merchandise Services are provided through partnerships with third party providers. All print services will be available for pickup at a to be determined location or will be shipped to Client at an address provided by Client. Your price and included Print Services will be included on your Service Agreement or otherwise communicated to you by your Marketing Success Manager. The timing and location of the delivery depends on the availability of the respective service.Promotional Point of Sale/Payment Processing Equipment. If you have been provided promotional payment processing equipment at no cost when you signed up for our marketing and/or payment processing services, that equipment is provided free of charge (shipping not included) to you for the term of your processing agreement. In the event you terminate your processing product(s) early and/or marketing service agreement prior to completing the Initial Term, you agree to return the promotional equipment, or remit to CAM Pros Inc., LLC the retail price of the promotional equipment within 5 business days of account termination.t. Services. For the purposes of this Agreement, Services means any and all Products and Services offered by us pursuant to these Terms of Service.
j. SMS Marketing.
Use our SMS Marketing platform to manage your text message marketing to engage new and existing clients and increase sales. The SMS platform can be used to create trackable, custom, automated SMS campaigns. Your Cultivating & Marketing Professionals Inc.® Base Platform payment allows you to send 250 messages per month to your subscribers at no additional cost. Messages in excess of 250 per month will be charged $.04 per message. Any excess charges due will accrue over the month, and you will be billed for these charges in arrears with your regular monthly marketing payment. Unused messages do not rollover from month to month. By using SMS Marketing, you agree to the Cultivating & Marketing Professionals Inc.® Anti-Spam Policy located at camarketing.com/antispampolicy. The Anti-Spam Policy is incorporated into this Agreement by reference. You are solely responsible for complying with all associated laws and regulations in conjunction with your SMS Marketing account including, but not limited to, CAN-SPAM and the TCPA. Further, you are solely responsible for validating and keeping accurate records of your SMS number list and confirming that all recipients have consented to receive SMS alerts from your business. You are solely responsible for the content of all SMS messages sent and agree to indemnify Cultivating & Marketing Professionals Inc.® in all matters related to SMS Marketing.
k. Social Media Posts and Social Media Management Services.
You may use the Cultivating & Marketing Professionals Inc. Platform to. connect up to 10 social media profiles within Cultivating & Marketing Professionals Inc.® (additional profiles are an additional $1 per month). You may publish 500 social media posts per month at no additional charge.If you have Social Media Management Services added to your account, we will provide a dedicated Social Media Manager to help you manage your business’ social presence across your social media platforms. Your Social Media Manager will work with you to help engage and interact with your followers, optimize your profiles, and work to create more visibility and loyalty to your brand. Included in each plan are regular postings on applicable social media platforms, branding anddesign, regular monitoring and communication on platforms to engage with followers, and response (with your permission) to comments, messages, posts and spam. Your Service Agreement will outline your specific plan including the monthly recurring price. Each base platform includes eight posts per month on up to three social media platforms you choose during onboarding, as well as monitoring and engagement on your chosen profile(s). You may add additional social media profiles for an additional$600 per month. For YouTube Packages, you will receive three videos each month instead of the 8 posts on other platforms. Influencer packages include one post per month per influencer purchased. The base influencer is $500 per month, and each additional influencer is an additional $350 per month. Additional services may be added as follows: +1 Platform per month - $600 per month, +1 Post per month - $100 per month, and +1 hour of engagement per month - $150 per month, and a Chatbot -$50 per month. Additional Ad Credits may be added on demand for an additional monthly or one-time fee. All Social Media related services are governed by the terms of service of the platform in question (Instagram, Facebook, Twitter, LinkedIn, etc.). aa. Video Production Services. Content Credits may be used to pay for Video Production Services. Before your Video Services project begins, we will provide you with a project bid which is an estimation of the Content Credits required for your project based on the information you have provided. This would include, but not limited to; the time used by the project manager, designers, and video producer for the purpose of planning, designing, and production as herewith covered in this agreement. Unless specifically stated, Video Production Services do not include filming or media capture. In the event that additional video production and design time is required, either due to additional client requests, increased scope of the project, or design changes you will be charged an additional rate. The additional hourly charges, if any, will apply to the client’s project in excess of the estimated Content Credit bid. In the case of time overruns, you will be notified before any additional charges, beyond the initial cost estimate, are incurred. We will proceed only after receiving your approval (written or oral). Your approval shall be binding and incorporated into the terms of this Agreement. Once completed, all media will be delivered through email. If you have a marketing services contract, the media may also be incorporated into the Client’s website, social media profile, or in an advertisement. Delivery of the finished media will only occur if the client has paid in full under the terms of this agreement. Finished media is considered a Creative Deliverable, but all raw footage, raw audio, or raw media capture is considered Cultivating & Marketing Professionals Inc.® work product. We do not store or provide raw video footage after delivery of the completed project. All raw video footage will be deleted 30 days after the delivery of the finalized media. If you want us to deliver the raw video footage it is available for an additional cost. You will also need toprovide the removable storage drive for transport of raw footage. Video Production services necessarily require your input and cooperation. You agree to provide materials, direction, information, approvals, authorizations, or decisions necessary for us to complete your project. We will work with you to complete your video project on your timeline. However, if we do not hear from you for over one year, we may cancel your project and you will forfeit any amounts paid for the Video Production Services.Compliance with Laws/Prohibited Content. You shall not use nor permit the Services to be used in violation of any applicable national, state, or local laws or regulations. Without limiting the foregoing, you may not use any of Cultivating & Marketing Professionals Inc.®’s Services for any illegal activity including the storage or transmission of information, data, files, or links to content that violate any applicable local, state, national, or international law. This includes, but is not limited to, pirated software, copyrighted data or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Cultivating & Marketing Professionals Inc.® servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services, or addresses are also prohibited. Cultivating & Marketing Professionals Inc.® may terminate this agreement if it determines, in its sole discretion, you have violated this policy. Client Obligations. In addition to making all required payments, you shall (a) cooperate with Cultivating & Marketing Professionals Inc.® in all matters relating to the Services and provide access to your advertising accounts including your Google Adwords and Analytics accounts as necessary;
(b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Cultivating & Marketing Professionals Inc.® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Cultivating & Marketing Professionals Inc.® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Cultivating & Marketing Professionals Inc.® is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this Agreement.Payment.Once you have executed your Service Agreement, Service Order Form, you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees due under this Agreement monthly, in advance. Fees for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. The last billing date each month is the 25th. If your Effective Date is after the 25th, the first payment will be taken on the Effective Date, and recurring payments will bill on the 25th of each month. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless canceled as provided below. You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly recurring marketing total listed in your Service Agreement. Cultivating & Marketing Professionals Inc.® shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client warrants the validity of any ACH information provided to Cultivating & Marketing Professionals Inc.® and acknowledges that Cultivating & Marketing Professionals Inc.® is entitled to debit Client’s account for any ACH fees charged to Cultivating & Marketing Professionals Inc.® due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Cultivating & Marketing Professionals Inc.® uses a credit card updating service that automatically updates credit card numbers where a credit card has expired or been replaced. You acknowledge that Cultivating & Marketing Professionals Inc.® has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.
The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring monthly billing for such periods. Unless otherwise stated in the Service Agreement, all Site Only plans or website hosting plans have a twelve(12) month Initial Term, and all other plans have a six (6) month Initial Term. Your Initial Term may be extended by any added Service Order or Online Order Form. If there is a conflict the most recent agreement’s Initial Term shall control. Only months in which full payment has been received will count as a month of marketing under theInitial Term. Client acknowledges that Client’s digital marketing plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive six-month periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)Cancellation.
You may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to your Marketing Success Manager or Project Manager, as applicable. If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be cancelled.Early Cancellation. You acknowledge that Cultivating & Marketing Professionals Inc.® requires an Onboarding Package for all Cultivating & Marketing Professionals Inc. Platform Accounts. Cultivating & Marketing Professionals Inc.® may waive some or all of this Onboarding Package for all accounts that sign up for an Initial Term of six (6) months or more. If you wish to cancel the Services without completing the Initial Term you may do so only by providing both (1) written notification of cancellation and(2) any previously waived Onboarding Package. The amount of your Onboarding Package is defined in your Service Agreement. If your Service Agreement does not define the Onboarding Package it shall be equal to $2,350.00. The Onboarding Package payment is in addition to your monthly payments to date and may not be paid with credits on file or any prior payment. No early cancellation of a Service Agreement will take effect until the previously waived Onboarding Package has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the Onboarding Package, as applicable. Upon execution of this agreement, Cultivating & Marketing Professionals Inc.® will be investing considerable work into your business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term or any subsequent Renewal Term. Client recognizes the aforementioned investment, up-front sales, setup, and opportunity costs that Cultivating & Marketing Professionals Inc.® bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Cultivating & Marketing Professionals Inc.® for early cancellation of the Services. You may, upon written notice (email is acceptable), revoke such cancellation after you have made a cancellation request, in which case the Service Agreement will be reinstated, and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.Cultivating & Marketing Professionals Inc.®’s Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then- current billing period. Written notice may be provided to you via email. If we terminate this Agreement will reimburse you for any unused credits and funds within 30 business days from the effective cancellation date.Pause or Downgrade of Service. During the Initial Term, you may request a pause or a downgrade in your Services, however it will be in Cultivating & Marketing Professionals Inc.®’s sole discretion to determine if a pause or downgrade in Services is appropriate. No pause or downgrade will be effective without a signed written confirmation from both Cultivating & Marketing Professionals Inc.® and the Client. After the Initial Term, you may pause or downgrade your account with no less than 30 days’ written notice. After the Initial Term a downgrade that fully eliminates the recurring portion of certain services (e.g., Content Credits, Ad Credits, Social Media Management, etc.) shall be deemed a cancellation of such services and will terminate all Cultivating & Marketing Professionals Inc.® obligations related to that service at the end of the then current billing cycle. Further, the Parties agree that any downgrade that eliminates the Cultivating & Marketing Professionals Inc. Base Platform Fee (e.g., a downgrade to hosting services only) will terminate all Cultivating & Marketing Professionals Inc.® obligations related to those removed services. The Parties agree that the preceding two sentences shall not apply to temporary downgrades accompanied by a signed agreement. You may upgrade or reinstate services at any time with a written or oral request. No Refunds and Unused Credits. Unless we cancel the agreement pursuant to Section 5.e., no refunds will be provided for any amounts already paid to Cultivating & Marketing Professionals Inc.®. Upon cancellation of this agreement by you for any reason, any and all unused funds, credits or creative hours will be forfeited. If you downgrade to hosting-only services or any other recurring services that do not include the Cultivating & Marketing Professionals Inc.
If you dispute any payment with your credit card company or bank, and such dispute is resolved in Cultivating & Marketing Professionals Inc.®’s favor, you will be assessed a charge of $100 per dispute initiated. You acknowledge that this amount is not a penalty, but a reasonable amount of liquidated damages to compensate Cultivating & Marketing Professionals Inc.® for the additional costs incurred in defending your payment dispute.Intellectual Property.Your License Grant to Cultivating & Marketing Professionals Inc.®. During the Term, you hereby grant to Cultivating & Marketing Professionals Inc.® a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast, and transmit any of your content, including but not limited to your website, text, images, logos, copyrights, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Cultivating & Marketing Professionals Inc.® to perform the Services. This license will terminate upon termination of the Service Agreement.Ownership of Creative Deliverables and Content. Upon receipt by Cultivating & Marketing Professionals Inc.® of full, unconditional payment from Client, Client shall own all rights, title, and interest in and to the Creative Deliverables created under this Agreement. Cultivating & Marketing Professionals Inc.® will retain a non-exclusive, non-revocable license in the completed Creative Deliverables, and Cultivating & Marketing Professionals Inc.® reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes.Ownership of non-custom Website Design. Notwithstanding Section 6.b. and Section 6d, Cultivating & Marketing Professionals Inc.® retains all copyrights in all non- custom website designs delivered under this Agreement in accordance with Section1.i. Upon valid cancellation of this Agreement in accordance with Section 6, and so long as full, unconditional payment has been received by Cultivating & Marketing Professionals Inc.® for any amounts owed by Client under this Agreement, Client will be granted a perpetual, royalty-free, revocable, non-transferable license to use, copy, and publish any website design and related materials delivered to Client under thisAgreement. Cultivating & Marketing Professionals Inc.® reserves the right to revoke this license only if either (1) Client does not fulfill the Initial Term and/or pay the waived Setup Fee or (2) Client initiates a payment dispute for any past payment.Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products, marketing data, marketing campaigns or other information (collectively, “Work Product”) developed in whole or in part by Cultivating & Marketing Professionals Inc.® during the course of this Agreement but excluding the Creative Deliverables and any materials referenced as belonging to Client pursuant to Section 7a. above, shall be the exclusive property of Cultivating & Marketing Professionals Inc.®.Trademarks. All trademarks used in this agreement and used in conjunction with the Services are the property of their respective owners or licensors. With the exception of the trademark rights explicitly granted in this Agreement, no other rights to any trademarks are granted herein. Use of the Cultivating & Marketing Professionals Inc.® trademarks without the express written consent of Cultivating & Marketing Professionals Inc.® is prohibited.Representations. By signing, you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. You further represent that you have the right to enter this agreement and use all intellectual property, including, but not limited to copyrighted materials and trademarks, supplied to Cultivating & Marketing Professionals Inc.® for use in conjunction with the services.Agency. If you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement. Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Terms of Service.DISCLAIMER OF WARRANTIES. CULTIVATING & MARKETING PROFESSIONALS INC.® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, CULTIVATING & MARKETING PROFESSIONALS INC.®’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CULTIVATING & MARKETING PROFESSIONALS INC.®DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, CULTIVATING & MARKETING PROFESSIONALS INC.® MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CULTIVATING & MARKETING PROFESSIONALS INC.® SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE INDEMNIFICATION SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE TOTAL OF THE AMOUNTS YOU PAID TO CULTIVATING & MARKETING PROFESSIONALS INC.® IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. WITHOUT LIMITING THE FOREGOING, CULTIVATING & MARKETING PROFESSIONALS INC.® IS NOT RESPONSIBLE FOR ANY DAMAGES DUE TO ANY CONTENT, OMISSIONS, OR ERRONEOUS DATA APPEARING IN CLIENT’S WEBSITE, BLOGS, OR ON SOCIAL MEDIA OR ANY LOSS, DAMAGE, CORRUPTION, OR BREACH OF CLIENT DATA WITHIN CLIENT’S CULTIVATING & MARKETING PROFESSIONALS INC.® ACCOUNT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE IN CONJUNCTION WITH THESE SERVICES.YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES TO YOU.
Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith, the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, through confidential binding arbitration in Fort Worth, Texas by a single arbitrator. Such arbitration shall be administered by the American Arbitration Association (AAA) and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
Exceptions to Agreement to Arbitrate. Cultivating & Marketing Professionals Inc.® may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services or for intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the Good Faith dispute-resolution process described above. In the event that the Parties' agreement to arbitrate is found not to apply for any reason, all actions relating to or in connection with this Agreement shall be brought in the state and federal courts located in Tarrant County, Dallas County, Texas, respectively. The Parties consent to venue and personal jurisdiction in these courts for the limited exceptions.
Costs and Attorney’s Fees:
Except as otherwise provided , of these Terms of Service, the Parties will be responsible for their own costs and legal fees. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.
You agree to indemnify, defend, and hold Cultivating & Marketing Professionals Inc.® harmless from any and all liability, claims, damages, and settlements due to any third party claims or causes of action, (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to Client’s (a) illegal or unauthorized use of the Services, or (b) noncompliance or breach of any of these Terms of Service by you or any third party (authorized, permitted or enabled by Client). This indemnification includes, but is not limited to, any actions, including actions alleging or related to: infringement of any intellectual property (including trademark, patent and copyright actions), defamation, false or misleading advertising, end user personal or financial data, applicable privacy laws, PCI compliance, Client’s order processing, billing, fulfillment, shipment, collection, or actions related or associated with any products or services offered, sold, or licensed through Client’s website. If Client is a Covered Entity under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Client waives any claims it may have against Cultivating & Marketing Professionals Inc.® arising out of or in connection with HIPAA requirements and agrees to indemnify and hold harmless Cultivating & Marketing Professionals Inc.® against any and all Claims that are related to or arise from failure to comply with HIPAA requirements. Non-Solicitation. You agree not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit, any employee of Cultivating & Marketing Professionals Inc.® or its subsidiaries, or induce the termination of employment of any Cultivating & Marketing Professionals Inc.® employee during the Term and for a period of three (3) years following the termination of this Agreement.
Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Texas without giving effect to conflict of laws principles. Entire Agreement. These Terms of Service together with the applicable Service Agreement constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Cultivating & Marketing Professionals Inc.® limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.Amendment/No Waiver. We may update and change any part or all of these Terms of Service. If we update or change the Terms of Service, the updated Terms of Service will be posted at http://camarketingpros.com/licensing and we will let you know via email and/or via notification in the Cultivating & Marketing Professionals Inc. Platforms. You will be asked to agree to the updates in the Cultivating & Marketing Professionals Inc. Platforms. If you do not agree with a modification to the Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Service prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the Terms of Service published on our website will apply. Any material amendment to your Service Agreement must be contained in writing and executed by theParties. The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party's right to require performance at any time thereafter.Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronicsound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.
Neither Party may assign any part of the Agreement without the prior written consent of the other Party, provided, however, that either Party may freely assign this Agreement in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of the business effective upon written notice to the other Party. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns. Third-Party Sites and Products. Third party sites and products are not under our control and are provided to you only as a convenience. The availability of any third- party website or product does not mean we endorse, support or warranty the 3rd Party site or product. We do not warranty the performance of any third-party product or service. HIPAA. If Client is a “covered entity” or a “business associate” thereof, as each term is used under the Health Insurance Portability and Accountability Act of 1996 (as may be amended or replaced, “HIPAA”) or is otherwise subject to any HIPAA-related or similar legal requirement, Client is solely responsible to ensure full compliance therewith. Client is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or any related or similar legislation or regulation. Cultivating & Marketing Professionals Inc.® makes no claims or warranties regarding compliance with HIPAA.EU/EEA Data Processing. To the extent that we process customer data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, such processing will be undertaken pursuant to the terms of the Cultivating & Marketing Professionals Inc.® Data Processing Agreement (the “DPA”) located at https://www.camarketingpros.com/dataprocessingagreement/. Please contact your Cultivating & Marketing Professionals Inc. representative to receive a signed version of the DPA. The DPA is hereby incorporated by reference for all accounts whereby weprocess data subject to the GDPR. You acknowledge that in all cases Cultivating & Marketing Professionals Inc.® acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and consent to process any GDPR data shared with Cultivating & Marketing Professionals Inc.® under this Agreement.Google Third Party Disclaimer. Cultivating & Marketing Professionals Inc.® resells Google AdWords as a Google Third Party Partner. For more information on this program please see Google’s “Working with a Third-Party Disclaimer” located athttp://www.google.com/adwords/thirdpartypartners/.Bing Ads Agreement. Cultivating & Marketing Professionals Inc.® resells Bing Ads as a Bing Ads Elite SMB Partner, if you use our services to market on Bing you agree to be bound by the Bing Ads Agreement located at:https://advertise.bingads.microsoft.com/en-us/resources/policies/microsoft-bing- ads-agreement.Facebook Advertising Guidelines. Your use of these services in connection with Facebook ads is subject to separate terms and conditions, including Facebook’s Advertising Guidelines (currently accessible at https://www.facebook.com/policies/ads, as updated by Facebook from time to time).Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.
Cultivating & Marketing Professionals Inc.® may provide incentives to 3rd parties to introduce potential Clients to Cultivating & Marketing Professionals Inc.®. From time to time, Cultivating & Marketing Professionals Inc.® may receive referral fees, incentives, revenue shares or rebates (the “Incentives”) from 3rd party advertisement providers, payment processors, and/or other 3rd parties based on hitting revenue or advertising spend thresholds or referring potential customers to the 3rd party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by Cultivating & Marketing Professionals Inc.®.Survival.The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Cultivating & Marketing Professionals Inc.® as of the effective date of termination.Subcontracting. Cultivating & Marketing Professionals Inc.® may, without your consent, subcontract to any party the performance of all or any of Cultivating & Marketing Professionals Inc.®’s obligations under this Agreement provided that Cultivating & Marketing Professionals Inc.® remains primarily liable for the performance of those obligations.
Sales tax and/or VAT tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Client’s billing address and the product or services on Client’s invoice. Client is responsible for any sales, use or VAT taxes not collected by Cultivating & Marketing Professionals Inc.®.
You acknowledge that we may record Client phone calls for quality control purposes.
Cultivating & Marketing Professionals Inc.® is a federally registered trademark and registered trade name of CAM Pros Inc., LLC, a Texas limited liability company.
You consent to receiving electronic and telephone communications from us relating to your account or the Services during and after the Term. These communications may involve telephone calls to any number you provide, SMS text messages to a phone number you provide, sending emails to any email address you provide, and posting communications to you in the Cultivating & Marketing Professionals Inc. Platforms, or in the "My Account" page. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements and customer surveys via email or other methods.
Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section.
Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.