Terms and Conditions

TL;DR Version
- pay your bills on time because I don’t work for free, provide images and copy that you have the rights to, I’m only going to perform services that we agreed and if you want more, that’s cool, but I need to be compensated, it’s not my fault if Google and Facebook change their algorithms, and get back to me with feedback and changes when you say you will.
Now, for the boring language:
TERMS AND CONDITIONS

In the Terms and Conditions, the Agreement may only be varied by express written agreement between the Company and the Client.

These Terms and Conditions shall apply to all Agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

DEFINITIONS AND INTERPRETATION

By signing your Agreement, these terms apply unless otherwise stated:

‘Agreement’ means the order placed by the Client through counter-signing the Company’s Agreement form.

‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in Minnesota are open for business.

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Agreement.

‘Company’ means Molecule Marketing, LLC a company incorporated in Minnesota.

'Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Quotation’ means the written quotation prepared by the Company which contains its proposals for providing Services to the Clients.

‘Services’ means the services the Company will provide to the Client as specified in the Agreement.

‘Specification’ means the description or specification of the Services in theAgreement.

'SOW (Statement of Work)' means a document that defines project-specific activities, deliverables, and timelines between the Company providing services to the Client.

‘Terms’ means these terms and conditions as updated from time to time by the Company.

’VOR’ means Variable Order Request, a Quotation form countersigned by the Client which together with these terms and conditions shall form a binding contract.

‘White Label Work’ means Services provided by the Company to a Client who rebrands these services as their own for the benefit of their client.

THE AGREEMENT

The Agreement constitutes an offer by the Company to the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Agreement and any relevant Specifications are complete and accurate.

The Agreement shall only be deemed to be accepted when the Company issues a written acceptance of the Agreement, or when the Company has started to provide the Services having received the Agreement, whichever happens first, at which point the Agreement shall come into existence.

The Agreement constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 14 Business Days from its date of issue.

For any White Label Work the Client understands and agrees that the Company have no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work for.

SCOPE OF THE AGREEMENT

The agreement between Company and Client shall consist of the Agreement and these Terms and Conditions. These Terms and Conditions are integrated into, and form an integral part of, the Agreement. Company will supply the services specified in the Agreement (the “Services”) to Client, pursuant to these Terms and Conditions, and Company’s agreement to provide such Services is expressly predicated upon these Terms and Conditions notwithstanding any contrary provision contained in Client’s purchase orders or other documents. In the event of any conflict between the Agreement and these Terms and Conditions, the Agreement shall control.

PAYMENT

The Company shall invoice the Client monthly, either in advance or following Services delivered. Before the Company carry out any work, Clients are asked to provide a 50%, non-refundable down payment.

The Client shall pay each invoice submitted by the Company by the due date noted on the invoice and in cleared funds. The invoice number shall be stated on all payments. Payment by credit card, debit card, and check are accepted.

The Client shall pay all amounts due under the Agreement in full without any deduction.

By paying the invoice, the Client agrees to continue Services. If wishing to discontinue, Services, written notice must be provided by the Client to the Company thirty (30) days in advance.

LATE PAYMENTS

The Company shall halt all work at midnight on the day an invoice is due if the full payment shown on the invoice has not been paid and brought to good standing. Work shall resume when full payment has been submitted and will only continue if funds have cleared.

A fee of $25.00 shall be charged for any invoices that were not paid by the invoice due date until the specific invoice has been brought to good standing. In no event will the service charge be greater than permitted by any applicable law.

If invoices have not been brought to good standing by the day after the due date, the Company reserves the right to suspend the Services to Client until the account has been brought to good standing.

Prepayment for Services may be enforced if the Client fails to make three (3) timely payments causing work to be halted within a rolling twelve month period.

The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums by the Client.

PRICES

In the event that taxes are introduced or changed after the conclusion of an Agreement, the Company shall be entitled to adjust the agreed prices accordingly.

The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party (purchasing images, apps, subscriptions, etc.). Unless otherwise expressly stated, all prices quoted shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third party owners and licensors.

Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.

CLIENT’S OBLIGATIONS AND INDEMNITIES

The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of the Agreement in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Agreement have the necessary skills and authority.

The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms and graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.

The Client shall be obliged to inform the Company immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.

In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied.

The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Agreement, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or Agreement or defamation.

In respect of all White Label Work the Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the Agreement between the Client and their client for the White Label Work.

ADVERTISING (applies only if you are a Google Ad or Facebook ads client)

By working with the Company, you agree to the current terms of service of Google AdWords, Facebook, and Instagram. Any traffic received through these accounts will be paid by direct credit card billing for your accounts. Your monthly traffic budget will not flow through the Company.

COMPANY OBLIGATIONS AND WARRANTIES

The Company warrants that it will provide the Services as stipulated in the Agreement using reasonable care and skill to conform in all material respects with the Specification.

INTELLECTUAL PROPERTY RIGHTS

It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Agreement.

The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. the Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Agreement.

The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.

The parties shall be obliged to notify the other party without undlay of any claims raised against a party as described above.

Unless expressly stated otherwise in these Terms or in an Agreement, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Agreement. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.

The Intellectual Property Rights shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

If the Company makes software, scripts, ASP services etc. available to the Client as part of the execution of an Agreement, the Client shall only acquire a non-exclusive personal non transferable license to use such material until the Services under this agreement cease.

The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media whilst they are a Client of the Company and for 18 months after the Agreement terminates. The Client agrees to send the Company it’s most recentAgreement figure as and when it is amended from time to time.

LIABILITY

Except as expressly stated in this Clause, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

Without prejudice to the generality of Clause above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

a) Any indirect or consequential loss arising under or in relation to the Agreement even though the Company was aware of the circumstances in which such loss could arise;

b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

c) Loss of data; and

d) Fraudulent clicks on any of the Client’s accounts managed by the Company.

To the extent such liability is not excluded by sub-clauses and clause below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Agreement or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

OTHER LIMITATIONS OF LIABILITY

The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. the Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.

The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion.

The Company shall use all reasonable endeavours to deliver Services relating to search engine optimisation, links, advertisements, banners, pay per click and google analytics in accordance with the guidelines applicable to the relevant search engines. However, the Company shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of search engines.

The Company shall not be liable for Services relating to search engine optimisation, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.

The Company shall not be responsible for URLs dropped or excluded by a search engine for any reason.

If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

DELAYS AND COMPLAINTS

In the event that the Client proves that the Services are delayed or not in accordance with the Agreement, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Agreement after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Agreement, provided that the breach is material.

GOVERNING LAW

This Agreement will be governed and construed under the laws of the State of Minnesota without regard to conflict of laws, provisions or the United Nations Convention on the International Sale of Goods. Any action or proceeding arising from or related to this Agreement will be brought in the federal and state courts located in Minnesota, and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.

This document was last updated on November 6, 2018 as of the date you accepted your Agreement by placing a request for Services.

squarespace circle memberAdWords Certified Privacy | Copyright © 2015 - 2018 Molecule Marketing LLC