Acceptance Of This Agreement
Client’s access to and use of any of our program(s) is subject exclusively to Rose Ave. Media, LLC’s (“Company”) Terms and Conditions listed below. You (“Client”) will not use the Website, or any of our program(s) for any purpose that is unlawful or prohibited by these Terms and Conditions. By using this Website and any of Company’s products that Client has voluntarily purchased, Client is fully accepting the terms, conditions and disclaimers contained in this Marketing Agreement. If Client do not accept these Terms and Conditions, Client must immediately stop using this Website, and all of Company’s program(s). Therefore, and in consideration of the mutual covenants set forth in this agreement, You (“Client”) agrees to as follows:
- Services. Company agrees to provide services to Client as initially described on their Order Form that they submitted during their Sales Presentation.
- Term. This Agreement (the “Term”) shall be effective for a period of starting upon execution or commencement of services whichever occurs first. Upon the expiration of the initial term, this agreement will continue thereafter on a month to month basis until and unless terminated by either party in writing. Company reserves the right to re-evaluate it’s compensation at this time also.
- Compensation. Company shall be entitled to compensation from Client, the amount of which is dependent upon the level of services requested by Client on their initial order form submitted during their sales presentation.
- Company, may at its sole discretion terminate Client’s Participation in its programs and this agreement at any time for any reason not prohibited by law, without notice during the term of this contract without refunds or forgiveness of remaining payments.
- Client may terminate this agreement for any reason after the term is expired upon providing a written notice to the other party before the next payment goes through; however, should the Client terminate this Agreement prior to the expiration of the Term, Client shall not be entitled to reimbursement of any kind. Client must also schedule and take an exit interview with one of Company’s staff over the phone.
- By cancelling services with the Company, Client agrees and fully acknowledges that their program access will be suspended immediately and Company has the rights to re-sell the leads.
- All Sections following Section 3 of this Agreement shall survive the termination of this Agreement for any reason.
- Independent Contractor. Company’s relationship with the Client will be that of an independent contractor and not that of an employee.
- Independent Companies. Company may refer Client to local businesses, contractors, and other professionals (collectively, “Independent Companies” and/or contractors). Client acknowledges that Company shall not be held liable for the acts or omissions of these Independent Companies.
- Confidential and Intellectual Property. Company respects Client’s confidential and proprietary information, ideas, plans and trade secrets (collectively, “Confidential Information”) and must insist that the Client does the same. Thus, Client agrees:
- Not to infringe any Program Participants’ or Company’s copyright, patent, trademark, trade secrets, or other intellectual property rights;
- That all materials and information provided and/or shared by Program Participants or any representative of the Company is confidential and proprietary intellectual property belonging solely and exclusively to the Company, and may only be used by Client as authorized by the Company as long as Client continues to pay for their services with Company;
- Not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants;
- The reproduction, distribution and sale of these materials by anyone but the Company is strictly prohibited;
- That if Client violates, or displays any likelihood of violating, any of Client’s agreements contained in this section, the Company will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations.
- Nothing in this agreement shall be construed as a transfer or license of our intellectual property.
- Nothing in this agreement should be construed as “Work made for Hire” as defined in Section 101 of Title 17 of the Copyright Act of 1976.
- Lastly, the leads and all other content generated by Company are Company’s intellectual property.
- Content. Company’s Program(s) and information is intended for a general audience and does not purport to be, nor should it be construed as advice or counseling tailored to any specific business. The information contained in Company’s Program materials that have been or will be made available orally or written by Company, is strictly for educational purposes and are for individual use or in conjunction with Company’s program(s) only. Therefore, if Client wishes to apply (or not apply) ideas contained in Company’s Program(s), Client takes full responsibility for their own actions.
- Refunds. Client hereby ratifies Client’s understanding that all program sales are non-refundable and waive any rights to charge-back Client’s purchase with Client’s credit card processor. Company will not do any refunds unless notified at least before Client’s next 30 day payment is processed.
- Pausing. Client using Company may pause their services whenever they would like and for as long as they would like. With that in mind, Client fully acknowledges and understands that their monthly payments will still go through every 30 days even if the services are paused.
- Campaigns. Client Campaigns must go live within 7 days. If Client chooses to extend the launch date, Client will still get charged again 30 days after two weeks passed the initial payment date. Company does this is to secure Client’s area and Company’s team is set to follow a set schedule.
- Late Payments. Late payments will accrue interest at the maximum rate permitted by law. Client agrees to pay all attorney’s fees, costs and expenses incurred in the enforcement of this agreement or in collecting the payment due under this agreement. Client will be charged a $25 for any charge rejected as Non-Sufficient Funds.
- Default. In the event of a default in payment, all services and privileges will be suspended immediately and Client shall nevertheless remain liable for the full agreement price, which shall become due immediately and payable in full. A negative credit report reflecting on your credit record may be submitted. Client also agrees to pay all attorneys’ fees, costs and expenses of collection of any amounts due under this agreement.
- Right to Disclose. Client agrees and acknowledges that Company is granted permission to use Client’s likeness and any testimonials or messaging Client provides to the company for the purpose of print and/or electronic marketing materials.
- Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Client. It supersedes all prior written and oral statements, conditions, obligations, representations, or warranties.
- Amendments/Waivers. The provisions of this Agreement may be modified only by a written agreement entered into and signed by both parties.
- Indemnification. Client shall defend, indemnify and hold Company harmless against all liability, losses, damages, actions, claims, or expenses suffered or incurred by Client that result from or arise out of any breach by Client or Company of this Agreement. The indemnification rights contained in this Agreement are in addition to all other rights that may be available to Company or its employees, agents, and representatives at law, equity or otherwise.
- Limitation of Liability. Client acknowledges and agrees that the Company cannot guarantee that Client’s goals or expectations will be met nor that the functions within any services performed will always be error-free. Client shall be solely responsible for making all decisions and taking actions related to its business, including compliance with all applicable laws/regulations. Due to Marketing Platforms (Google, Facebook, etc.) ability to shut down any account at any time for undisclosed reasons, Client releases Company of any liability for any account deactivation(s.)
- Invalidity. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, any such invalidity or unenforceability shall not affect any other provision hereof or thereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein or therein.
- Governing Law. This Agreement is deemed to be entered into and governed by the laws of the Commonwealth of Pennsylvania. Each of the parties submits to the jurisdiction of the Pennsylvania Court. Venue for any action, proceeding, arbitration or mediation shall be in the Philadelphia County. Client expressly consents jurisdiction, and waives their right to a jury trial to the full extent allowable.
- Transfer. Client may not transfer, assign or otherwise dispose of this agreement or any of Client’s rights or obligations arising under it.
- Notices. All notices that are required or may be given shall be in writing and emailed to Company’s email: [email protected].
- Headings. Headings of the paragraphs of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.
- Time is of the essence.
If you have additional questions, comments or concerns, please contact us at [email protected] and provide us with information relating to your concern.