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Terms and Conditions for Digital Marketing Services by The Consumers Web LLC (TCW Digital)

These Terms shall apply to all Agreements concluded between the Company and the Client.

SCOPE OF WORK

Scope of Work: TCW Digital shall perform general digital marketing and provide information technology as may be requested by Customer.

Entity Relationship Status: TCW Digital shall provide the Contract Services as an independent contractor.

Term: Any Agreement shall extend from the Effective Date until terminated with a thirty (30) to one hundred and eighty day (180) written notice depending on length of Services agreed by both parties.

Cooperation: Client hereby acknowledges that successful performance of the Contract Services by TCW Digital shall require Client to cooperate with TCW Digital in good faith and to provide information as may be requested by TCW Digital from time to time. Client hereby agrees to provide such good faith cooperation and information.

Acceptance of Services: The Contract Services shall be deemed delivered by TCW Digital and accepted by Client upon performance.

PAYMENTS AND FEES

Fees: The fee for the Contract Services shall be any fees outlined in the Scope of Work.

Material Costs: Non-fee and non-labor expenses incurred by TCW Digital in performing the Contract Services shall be reimbursed by Client at actual cost. Such non-fee and non-labor expenses shall include (but not be limited to) all travel (excluding progression meetings), equipment, paid marketing costs and material costs incurred by TCW Digital in performing the Contract Services.

Invoices: TCW Digital shall submit invoices for services rendered and costs incurred during individual stages as outlined in the Scope of Work. Client shall pay such invoice and terms are “due upon receipt” and in advance before services are rendered.

Late Charges: There will be no late charges because retainer payments will be made by check, ACH, Wire Transfer or Credit Card and before services to be rendered.

Insurance: Client and TCW Digital shall each maintain at their own expense all necessary insurance.

Taxes: Client shall be responsible for the payment of all taxes based upon the Contract Services performed pursuant to this Agreement, except taxes based upon the income of TCW Digital. Client shall indemnify TCW Digital and hold TCW Digital harmless from any sales, excise or use tax or taxes in lieu thereof including any interest and penalties (except taxes based upon income earned by TCW Digital pursuant to an Agreement) which may be imposed by any governmental authority upon any use, distribution or sublicensing of any materials developed by TCW Digital pursuant to any Agreement.

WARRANTY

Warranty: TCW Digital hereby represents and warrants that the Contract Services shall be performed on a best efforts basis.

WARRANTY LIMITATION: THE WARRANTY SET FORTH IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY TCW DIGITAL UNDER ANY AGREEMENT., TCW DIGITAL HEREBY DISCLAIMS, AND CLIENT HEREBY WAIVES, ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Damages: Notwithstanding any provision to the contrary, the liability of TCW Digital for any reason and for any cause of action whatsoever under this Agreement shall be limited to the amount of money received by TCW Digital pursuant to any Agreement. However, this Limitation of Damages provision shall not apply to TCW Digital indemnity obligation of any Agreement.

Force Majeure: TCW Digital shall be not liable to Client for failing to perform its obligations under this Agreement because of circumstances beyond the control of TCW Digital. Such circumstances shall include, but not be limited to, any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, delays in transportation or deliveries of supplies or materials, acts of God, or any events reasonably beyond the control of TCW Digital.

Indemnification: Each Party shall hold harmless, and indemnify the other Party against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability from or in connection with any use of any materials or information provided by or developed by the other Party for Client or performance of the Contract Services.

TERMINATION

Termination Limitation: The term of this Agreement shall commence on the Effective Date and will thereafter automatically renew for subsequent consecutive one year periods unless either party notifies the other in writing.

Termination Without Cause: Thirty (30) to One hundred eighty (180) days written notice depending on length of Services agreed by both parties.

Return of Materials: Upon the termination of this Agreement, TCW Digital shall return to Client any and all materials belonging to Client which are in the possession of TCW Digital as of the date of termination notice.

MISCELLANEOUS

Relationship of the Parties: It is agreed that the relationship of the parties is that of TCW Digital and Client. Nothing herein shall be construed as creating partnership, employment relationship, or agency relationship between the parties, or as authorizing either Party to act as agent for the other. Each Party maintains its separate identity.

Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of The American Arbitration Association in Florida. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of The American Arbitration Association. Each Party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by The American Arbitration Association. The losing party is responsible for both parties Attorney’s fees.

Assignment: Assignments of rights hereunder without the prior written consent of both parties shall be void. Both parties agree that consent of an assignment shall not be unreasonably withheld.

Complete Agreement: This Agreement is the sole agreement between the parties relating to the subject matter of this Agreement and supersedes all proposals or prior agreements (oral or written) and all other communications between the parties relating to the subject matter of this Agreement.

Assurances: Each Party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate as of the date of this Agreement to the best of their knowledge.

Amendments and Modifications: A waiver, alteration, modification or amendment of this Agreement shall be void unless such waiver, alteration, modification or amendment is in writing and signed by the respective parties hereto.

Severability: If a provision of any Agreement is rendered invalid the remaining provisions shall remain in full force and effect.

Captions and Formatting: The headings, captions, and formatting, including bullet lists, of any Agreement and are inserted for convenience of reference and do not define, limit or describe the scope or intent of any Agreement or any particular section, paragraph, or provision.

Counterparts: Any Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Governing Law: Any Agreement shall be governed by the laws of the State of Florida.

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