Terms of Sale:
This Marketing Agreement ("Agreement") is entered into as of the date purchased, by and between UpRank, LLC covering their owners, employees and contractors (Hereinafter the "Agency"), with an address of 404 4th St. Mason, Ohio 45040, and The Client (hereinafter the "Client"). (Client and Agency are each a “Party,” and are collectively the “Parties” hereto).
"Parties." BY PURCHASING SERVICES FROM AGENCY, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Fees and Expenses:
Client agrees to pay the monthly and/or yearly fees. The first payment must either be paid concurrently with the execution of this Agreement or at the time the first draft of the account set up is ready and will be charged to the credit card on file or be due via ACH transfer on the same date of every month.
Any additional services requested by Client outside the scope of the purchased services require additional fees. Client agrees to pay all such fees and costs at the time services are rendered and the expenses incurred, as invoiced by Agency.
All Fees are due before services begin and failure to make payments will result in a pause or suspension of the account.
Agency reserves the right to require prepayment or an advanced deposit for such additional charges or expenses as it deems appropriate. Client shall be responsible for all state and federal sales and use taxes, property or excise taxes associated with Client's purchase or use of Agency's services.
Term:
Thereafter, the Agreement will automatically renew for every month (or year) until terminated for any reason by one of the Parties. If Client elects to terminate this Agreement, Client must provide the Agency with fourteen (14) day notice of termination in writing.
In consideration with the set up fee, the client gives the agency permission to automatically bill their card on file, either after set up or 14 days after set up fee which ever comes first. The initial Term of this Agreement is 3 monthly payments starting from the execution of the first monthly payment.
For the yearly payment the agreement is for the first 12 months and the Client must give the Agency a 30 day notice of the cancellation of their account. If Client chooses to cancel before that time there is no refunds for un used time.
Chargebacks:
Client agrees and understands that the charges on a credit card or for any check for the Agency’s services are irrevocable, undisputable and may not be charged back, contested or challenged now or in the future, doing so is a material breach of this agreement for which Agency would be entitled to attorney fees, costs and fees associated with addressing a chargeback in addition to the amount challenged. Agency shall have at its sole disposal any other legal remedy it independently chooses to pursue any collection against Customer for the cost of the chargeback. Customer further agrees that proof of purchase Agency is all that is necessary to establish to the credit card agency or banking institution to deny a chargeback to Client.
No Guarantee of a Specific Result:
Regardless of any perceived representation to the contrary, the Agency in no way guarantees a specific result for Client. Client understands and agrees that they are paying the Agency as a service to generate results, but that results are never guaranteed. It is understood and agreed that the Agency has no control over Google, Facebook, TikTok, or other advertising platforms or if they decide to make changes to their advertising platform.
CRM and Software Access:
Agency will give Client access to agreed upon software and system. If client does not pay their bill, agency holds the right to freeze the client's account and access to it. In order to receive access client must pay all back fees and a $100 reinstatement fee. Please see terms and conditions for more on this topic. At anytime the agency can let a client go for breaking or contract, not pay their bill or for suspicious behavior.
Intellectual Property, Credit & Branding:
UpRank, LLC retains all intellectual property rights to the UpRank Software and/or System in its entirety, including but not limited to 3rd party connections and does not release those rights to the client, customer, users or anyone else.
UpRank, LLC retains all rights to the entire UpRank Brand and does not give any of these rights to the client, customer, users or anyone else.
The client, customer, users or anyone else do not own the right to resell or copy contents of the UpRank Software to another system or software outside of the UpRank Software.
Non-Disparagement:
The Client agrees not to disparage, slander, or defame, directly or indirectly, each other or its principals, agents, officers, owners, directors or employees whether during the Term or after termination of this Agreement. Further, this term shall apply, without limitation, to all forms of social media and online forums. Nothing herein shall prevent any Party from making any truthful statement in connection with any legal proceedings or with any investigation by any governmental authority.
Limitation of Liability:
Agency does not make any warranties, whether expressed or implied, regarding the performance of the services it provides. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH: (a) AGENCY SHALL HAVE NO LIABILITY FOR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (b) AGENCY MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND (c)
AGENCY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the Agency in connection with this Agreement exceed the monthly fee paid by the Client in the one (1) month preceding the claim. IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ORANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Force Majeure:
The Agency shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications or utilities, or any act or failure to act by tie other party or such other party's officers, employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control.
Default:
In the event that Client fails to pay any fees or charges under this Agreement, Agency may immediately pause or discontinue this Agreement, among other available remedies, until the Client cures its default.
Governing Law:
This Agreement shall be governed by the laws of the State of Ohio without regard to any choice-of-law provisions. All Legal proceedings must be filed in the Warren County Ohio Courts.
Attorney's Fees:
In any litigation, arbitration or dispute arising under or relating to this Agreement, the Agency shall be entitled to recover reasonable attorney's fees and litigation costs.
Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein and supersedes all prior communications, agreements or understandings, written or oral, between the Parties. Any amendment to this Agreement must be in writing and signed by both Parties.
Severability:
The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under any controlling law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.
Assignment and Successors:
Binding Effect. The rights and obligations of the Parties under this Agreement may not be assigned, transferred, pledged or otherwise encumbered without the prior written consent from the other Party in its sole discretion. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal and personal representatives", successors and permitted assigns.
Data:
Client agrees to share conversion data with the Agency, this includes but is not limited to sales data, acquisitions and dispositions data, amount made per deal. This data helps the Agency to better their service and help more investors like you.
Client Agrees to protect and not to share keywords, negative keywords or any other data that is part of the marketing process with anyone outside of their organization doing business with the Agency. Client also accepts responsibility for their employees and contractors that may have access to this data. Keywords and Negative Keywords are meant only to be used in accordance with the Agency’s marketing services.
Accounts:
Client agrees to give access to all accounts needed in order to perform service by the Agency. Client also give the Agency permission to work inside of and make changes in those accounts.
Solicitation of Employees and Customers:
It is understood and agreed to by Client that no attempt to solicit Agency's employees and customers shall be made. Additionally, Client shall never provide to any other business or government, unless mandated by law, a list of individuals or companies as having any association to Agency whereby Agency's customers could be specifically solicited.
The Client agrees to be bound by the terms of this Agreement as set forth above and as of the Effective Date.
Clients and Customers of UpRank, LLC please contact us with any questions or concerns regarding our terms and conditions.
For Support please text 513-548-4420 or contact your success manager.
Last Updated: August 9, 2022