The Terms & Conditions below constitute an Agreement (“Agreement”) between Condign Services LLC., DBA ROI Strategic Marketing (“ROI Strategic Marketing”, “Consultant”) and you (the “Client”, “Client’s”). By accepting the Agreement and using the services provided by ROI Strategic Marketing, the Client agrees to be bound by the terms and conditions listed below.

General Provisions

Authorization – Where applicable, the Client hereby authorizes ROI Strategic Marketing full access to their Website account. This might include but is not limited to the following as it pertains to fulfillment of services that are included as part of the Client’s Digital Marketing Agreement.
  • Administrative/backend access to the website for analysis of content and structure.
  • Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
  • Unlimited access to existing website traffic statistics for analysis and tracking purposes.
  • Use of all Client logos, trademarks, website images, etc., for use in Website Development and content creation.
Understanding – The Client is of the opinion that ROI Strategic Marketing has the necessary qualifications, experience, and abilities to provide marketing services to the Client. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. Acceptable Use – The Client agrees that the services offered by ROI Strategic Marketing will only be used for lawful purposes in accordance with local, state, and federal laws. Should the Client abuse the acceptable use policy, ROI Strategic Marketing reserves the right to terminate services at the expense of the Client. Copyrights and Trademarks – Unless specifically agreed, ROI Strategic Marketing will hold its copyright on any scripts, CGI applications or software it has written. These materials may be commercially reproduced or resold only with the permission of ROI Strategic Marketing. All elements of website design projects including the website, graphics, content and any programming code remain the property of ROI Strategic Marketing until all outstanding accounts are paid in full. Content Provided to ROI Strategic Marketing – Client is responsible for the accuracy of any and all content that they provide to ROI Strategic Marketing. i.e. testimonials, product data, company info., etc. Any known falsified information given to ROI Strategic Marketing will not be utilized in any way. Third Party Advertising Platforms – Any third party ad costs incurred will be paid directly to the corresponding platform (i.e. Google, Facebook, Amazon, etc.). Marketing costs paid to ROI Strategic Marketing include the campaign setup and management only. Placement Guarantee – Due to the fact that ROI Strategic Marketing is not a search engine, (i.e. Google, Yahoo, Bing, etc.) it is impossible for ROI Strategic Marketing to guarantee any placement on the search engines. ROI Strategic Marketing, with its knowledge and experience for our clients in this industry, will provide the best possible organic placement without using any type of spam techniques or attempting to deceive the search engines in any way. This is our guarantee.

Website Development and Hosting

While every endeavor will be made to ensure that the web design project and any scripts or programs are free of errors, ROI Strategic Marketing cannot accept responsibility for any losses incurred due to malfunction of the web design project or any part of the web design project. As soon as is reasonably possible, the Client will make available to ROI Strategic Marketing all materials required in order to complete the web design project to the agreed standard. ROI Strategic Marketing will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines. ROI Strategic Marketing estimates a timeline for development completion of ninety (90) days from when ROI Strategic Marketing receives all required materials necessary to complete the project and design concept has been approved by the Client. The Client will not receive access to Website until the project has been completed as ordered and approved by the Client. When redeveloping an existing website, all content is obtained from the current website or marketing materials for use on the new site. Unless specifically agreed upon and negotiated prior to engagement, provision of content is the responsibility of the Client. Content is to be provided digitally and will be used as is and will not be proofread or adjusted prior to implementing on the website. ROI Strategic Marketing does not warrant that the functions contained in the Website design project will be uninterrupted or error-free. All risks as to the quality and performance of the Website design project are with the Client. Included in a standard Development Agreement with ROI Strategic Marketing are one (1) hour of support for design changes or additional training after the Website is completed. Additionally, ROI Strategic Marketing will provide the Client with 10GB of web storage space, daily Website backups, WordPress version, theme and plugin updates as deemed necessary, Website security monitoring, and SFTP Access. Client will receive 5 POP or IMAP Emails (domain must be transferred to ROI Strategic Marketing’s account). Each mailbox will have a limit of 5GB; unless you choose to upgrade (additional fee will apply). Some plugins that may be required with each development include, Akismet (spam protection), Yoast SEO, WP reviews (to display customer testimonials), EWWW Image Optimizer (image optimization and compression), Wordfence (Website security), WP Forms (form creation) and 301 Redirects to easily redirect old URLs to maintain website credibility. Unless otherwise agreed upon, features not included in Website Development include but are not limited to the addition of widget areas or “boxes” from the template layout (where applicable), special functionality or custom coded, or custom graphic design. ROI Strategic Marketing does not provide any guarantee or warranty on any third party software that is used in the construction of the website including the code used in Open Source content management systems or WordPress plugins or themes. Plugin functionality is limited to the specific plugin and Client acknowledges this is not a function of ROI Strategic Marketing, nor can ROI Strategic Marketing alter the plugin in any way to change or add to its intended functionality Database, Application and E-Commerce Development (If Applicable) – ROI Strategic Marketing cannot take responsibility for any losses incurred from the use of any software created for the Client. Every care has been taken to ensure products are problem-free and accurate; however, the ultimate responsibility of ensuring that all software is functioning correctly before general use lies with the Client. It is assumed that all developments will be hosted by ROI Strategic Marketing. This covers third-party software vendor licenses and/or components under contract with ROI Strategic Marketing. In the event the Client opts not to host with ROI Strategic Marketing but still wishes to utilize any premium/paid components required for the development to function, the Client will be liable for all software licenses required to operate said platform. Domain Name Registration – Client shall provide ROI Strategic Marketing with a registered domain name. If Client does not have a registered domain name, ROI Strategic Marketing will, upon request, use commercially reasonable efforts to register domain name(s) selected by the Client provided that such domain name is available for registration and does not violate any registration services’ policies, or any law or regulation. In the event of any dispute arising out of or related to Client’s domain name used in connection with the Website, upon Client’s request, ROI Strategic Marketing will attempt to register an alternative domain name chosen by Client and attempt to make the Website available under such alternative name. Where applicable, ROI Strategic Marketing reserves the right to automatically renew domain registrations for a one-year period at a rate of $25.00. To opt-out of auto-renewal please email domains@ROIstrategicMarketing.com. Managed Hosting – Unless otherwise agreed upon, ROI Strategic Marketing will provide Web Hosting services for Client for $89 Monthly or a twelve (12) month contractual term of service (“Term”) for $970. New Website developments will include 2 months of off-site free hosting for development beginning from date of contract execution. ROI Strategic Marketing reserves the right to automatically renew Website Hosting Agreement for a similar term thereafter, until terminated by either party with 30 days prior notice. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any contract revisions and price changes. Upon renewal if hosting fees are not received within thirty (30) days from expiration date, ROI Strategic Marketing reserves the right to remove the Client’s website from our servers. Security – ROI Strategic Marketing will exercise no control over the content of the information passing through the network, Client email or Client Website. Any or all activities are at the discretion of the Client. The Client is not allowed to violate, or to attempt to violate, the security of the network. Violations could result in criminal or civil liability, as well as termination of the Client’s Agreement. ROI Strategic Marketing will investigate any such incidents and will work with law enforcement to prosecute the Clients who violate the network security. Email Use Policy – ROI Strategic Marketing prohibits harassment through email. This can include but is not limited to size of email messages, frequency of messages, and abusive language. The Client is not allowed to send email to those who do not want to receive it. Clients are not allowed to send unsolicited junk mail messages or spam.

Ownership of Intellectual Property

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. ROI Strategic Marketing may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Return of Property – Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. Capacity/Independent Contractor – In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay or make any contributions to, any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying and complying with reporting requirements for, all local, state, and federal taxes related to payments made to the Consultant under this Agreement.

Legal

Electronic Commerce Laws – The Client agrees that the Client is solely responsible for complying with electronic commerce laws, taxes and tariffs, and will hold harmless, protect and defend ROI Strategic Marketing and its subcontractors from any claim, suit, penalty, tax or tariff arising from the Client’s exercise of said electronic commerce. Taxes – ROI Strategic Marketing is not liable for taxes and government fees regarding purchases made by the Client or transactions submitted on Client’s Website. In no way will ROI Strategic Marketing ever be held liable for the calculation or payment of sales tax. This responsibility is placed solely on the Client or online retailer. The Client agrees to be fully responsible for fees and taxes with products or services sold when using services offered by ROI Strategic Marketing. Legal Notice – In no event will ROI Strategic Marketing or any affiliates be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by force majeure; lost profits; lost savings; consequential or special damages arising out of the operation of or inability to operate the web design project; failure of any service provider, telecommunications carrier, Internet backbone, Internet servers, or Internet software, even if ROI Strategic Marketing has been advised of the possibility of such damages. Governing Law – This contract shall be governed by, and interpreted and enforced in accordance with, the laws of the State of California and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of law. Any action relating to this contract must be brought forward in Riverside County, California. Indemnification – The Client agrees that it shall defend, indemnify, save and hold ROI Strategic Marketing harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against ROI Strategic Marketing, any affiliates, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. The Client agrees to defend, indemnify and hold harmless ROI Strategic Marketing against Liabilities arising out of (i) any injury to person or property caused by any products or services sold or otherwise distributed in connection with ROI Strategic Marketing’s Web Design service; (ii) any material supplied by the Client infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which the Client was sold in the Web Design service. The Client hereby agrees to indemnify and hold harmless ROI Strategic Marketing from any claim resulting from the Client’s publication of material or use of those materials. The Client hereby agrees to indemnify and hold harmless ROI Strategic Marketing in any claim resulting from the submission of illegal materials. Limitation Of Liability – Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in the event that such is not related to the direct result of one of the Parties’ negligence or breach..

Additional Clause

Modification of Agreement – Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Time of the Essence – Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. Assignment – The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. Entire Agreement – It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. Enurement – This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. Titles/Headings – Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Gender – Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Severability – In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver – The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Payment

Client agrees to pay all fees as agreed upon in the Digital Marketing Agreement and/or invoice provided. Any and all deposits must be received prior to the start of any services provided. All payments are subject to the due dates listed on them unless otherwise noted by ROI Strategic Marketing. No deliverables shall be provided by ROI Strategic Marketing to Client until full payment has been received. Client understands and agrees that you are not entitled to any refund amount already paid to ROI Strategic Marketing. Failure to Pay – Client’s failure to pay any fees when due shall be considered a material breach of their Agreement with ROI Strategic Marketing. If Client fails to make payments when due, ROI Strategic Marketing reserves the right to suspend the deliverable until Client pays all outstanding fees. Website files will only be provided to the Client once Agreement is paid in full. ROI Strategic Marketing reserves the right to postpone Website launches if Client account is past due or outstanding balance remains. In the event the Client fails to pay agreed upon fees, upon expiration of a seven (7) day period, ROI Strategic Marketing has the right to remove the Client’s Website from its servers until payment in full is made. Payment Authorization – Client certifies that they are the holder of the credit card, or an authorized signer on the bank checking account provided. Client certifies that they will not dispute the payment with your credit card company; so long as the transaction corresponds to the terms indicated on the Agreement.

Cancellation

Cancellation of an order within three (3) business days from the time of purchase will result in a full refund. Cancellations made after the three-day cancellation period will result in a cancellation fee of 50% of the remaining balance due to ROI Strategic Marketing at the time of cancellation. Client understands and agrees that no refunds will be issued for amounts already paid to ROI Strategic Marketing after this period. All Cancellation requests are to be sent to customerservice@ROIstrategicMarketing.com. ROI Strategic Marketing may charge the Client’s payment method for Cancellation Fee or ROI Strategic Marketing may invoice Client for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an order will take effect until the Cancellation Fee has been paid, meaning that ROI Strategic Marketing may continue services and you shall continue to be obligated to pay for services in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate ROI Strategic Marketing for early cancellation of services.

Miscellaneous

Canadian Anti-Spam Law – ROI Strategic Marketing and all of its clients must abide by the Canadian Anti-Spam Law. Commercial electronic messages cannot be sent to any Canadian customers without their express or implied consent. Implied consent is defined in terms of this law as: existing customers or previous customers (as long as the customer has purchased a service in the last 2 years). An individual can also make a contact if the business owner’s phone number or email address is disclosed to the public (business cards, visible on websites, etc.) unless there are express instructions either verbally or in writing not to contact the person. Further information about this law can be found at https://fightspam.gc.ca. EU General Data Protection Regulation (“GDPR”) – ROI Strategic Marketing is committed to ensuring the security and protection of the personal information that we process. We are dedicated to safeguarding the personal information under our remit and are committed to following new data protection roles, policies, procedures, controls and measures to ensure maximum and ongoing compliance. When applicable, ROI Strategic Marketing requires that all clients must abide by GDPR. Further information about these regulations can be found at https://eugdpr.org. Please Note: ROI Strategic Marketing is not a legal firm and is not authorized to provide legal advice. ROI Strategic Marketing abides by all laws and regulations and encourages our clients to do the same. If you have any questions regarding the information provided, please contact your attorney.