Last Edited on 2019-03
1. Services to be performed. D Koder Marketing agrees to perform Internet Marketing and Website Design services (the “Services”) on Buyer’s behalf, according to the Services discussed in the consultation process. D Koder Marketing agrees to provide the Services to Buyer each month in exchange for the fees set forth in the signed proposal.
D Koder Marketing and Buyer agree that the Services that D Koder Marketing performs on behalf of Buyer are intended to enhance Buyer’s online presence and performance, and that there are continual, consistent changes to the various search engine algorithms that take place from time to time by the search engine companies themselves for which D Koder Marketing has no direct control.
Therefore, D Koder Marketing and Buyer agree that D Koder Marketing, in its sole discretion and without notice to Buyer, has the right to modify the Services selected by Buyer anytime during the Term provided that D Koder Marketing reasonably believes that said changes in Services will likely provide better results to Buyer.
2. Term of Agreement. This Agreement will become effective and is fully executed when the Buyer (or sales representative on the buyers behalf) signs the proposed document that he/she has read and agrees to the terms and conditions contained in this Agreement, provides payment, as well as provides his/her name at the final stage of this process representing his/her signature thereon. By providing payment information, the buyer “opts in” to the D Koder Marketing Terms and Conditions. The Term of this Agreement begins from its date of execution and shall continue on a month-to-month basis until such time as the date a party terminates this Agreement as provided below.
3. Termination of Agreement. The following internet marketing services are month-to-month, but require a 28 day notice of pause or cancellation of these services: Search Engine Optimization (SEO), Search Engine Marketing (SEM), Pay-Per-Click (PPC), Social Media Management, Social Media Marketing, Instagram Branding, D Koder eStores, Content Marketing, Email Marketing, Reputation Management, Call Tracking and Website Behavior Monitoring. Notice of termination shall be given in email, by Buyer to D Koder Marketing or by D Koder Marketing to Buyer at the street address or email address provided by Buyer during the sign-up process. D Koder Marketing is entitled to one final payment after buyer cancels, if the bill date is within 28 days of cancellation date as shown in these Terms & Conditions, on the payment Portal and on the Buyer’s receipt.
4. Payment. In consideration for the Services to be performed by D Koder Marketing, Buyer agrees to pay D Koder Marketing a campaign management and Set-up Fees or the Pay Per Click Services, plus a Monthly Fee for the duration of the term for all other services agreed on the proposal. The Set-up Fee, if not waved by D Koder Marketing, and the first Monthly Fee are due upon execution. The second Monthly Fee shall be paid one month after this Agreement is executed, and subsequent Monthly Fee payments shall be paid within 21 days of the Invoice date.
5. Late Fees. Late payments by Buyer shall be subject to late fees of 1.5 % per month from the due date until the amount is paid. Any EFT payment returned or rejected by Buyer’s bank shall be subject to a $30 NSF fee payable by Buyer to D Koder Marketing. D Koder Marketing has the right to discontinue Services without notice to Buyer if any payment becomes delinquent by more than 60 days.
6. Intellectual Property Ownership. D Koder Marketing will provide Buyer its marketing systems, procedures, internet directory listings, website designs and elements, and/or other expertise (“Work Product”). The license shall have a term that expires at the time this Agreement terminates and is conditioned upon full payment of the compensation due D Koder Marketing under this Agreement. D Koder Marketing retains all other rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in the Work Product.
7. D Koder Marketings' Reusable Materials. D Koder Marketing owns outright, and/or owns a license to use and sublicense, various materials in existence before this Agreement’s date of execution (“D Koder Marketing’ Materials”). D Koder Marketing may include D Koder Marketings’ Materials in the work performed under this Agreement. D Koder Marketing retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights, in D Koder Marketings’ Materials. D Koder Marketing grants Buyer a royalty-free nonexclusive license to use any D Koder Marketing Materials incorporated into the work performed by D Koder Marketing under this Agreement. The license shall have a term running concurrently with the term of this Agreement and shall not be transferred by Buyer.
8. Approval/Disapproval. D Koder Marketing and Buyer acknowledge that D Koder Marketing operates on tight schedules whereby the completion of many tasks and results rely on the timely completion of Company’s operational process. Towards this end, D Koder Marketing and Buyer agree that any optimizations and/or changes to the Buyer’s site, as well as content posted on Buyer’s behalf, shall be deemed Buyer approved and/or authorized to be posted to third party sites (ie. Facebook or Twitter) if within in one day business day D Koder Marketing does not receive any communication from Buyer that Buyer disapproves of said work.
9. Exclusive Agreement, Modifications, Waivers, Severance. This is the entire Agreement between D Koder Marketing and Buyer. Any modifications to this Agreement must be in writing, and signed by both parties. Any waiver shall not be effective against any party unless in writing executed on behalf of such party. In the event that any of the provisions of this Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
10. Sole Propritorship. D Koder Marketing total liability to Buyer under this Agreement for damages, costs and expenses shall not exceed the compensation received by D Koder Marketing under this Agreement.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER’S LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
11. Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient’s address as stated on this Agreement; or, Three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement; or, When sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
12. No Partnership. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf.
13. Refunds. All sales are final. There are no refunds or credits of any kind.
14. D Koder Marketing offers $100.00 incentive only to Buyers that do not have an existing Google Adwords and/or Bing Ads Account. If Buyer has any active accounts with Google AdWords and/or Bing Ads than the Credit of $100.00 will not be accecpted by Google AdWords and/or Bing Ads account provided by Google and Microsoft. The $100.00 credit amount is subject to change without notice and is NOT paid by D Koder Marketing.
15. Applicable Law and Venue. The laws of the State of Pennsylvania shall govern this Agreement. The venue for any legal action to enforce the terms of this Agreement will be in Northampton County, Pennsylvania and both parties expressly submit to the jurisdiction of the state and federal courts located in Northampton County, Pennsylvania.
Bath, PA 18014 - USA