Terms of Service Agreement for InboundCalls.io
Digital Marketing Company
1. Confidential Information
Each Party (the "Receiving Party") hereby acknowledges and agrees to the following with respect to any Confidential Information, as defined herein, disclosed or made available by the other Party (the "Disclosing Party") in the course of their business relationship:
Treatment of Confidential Information: The Receiving Party shall diligently and meticulously treat any and all information, documents, papers, programs, and ideas pertaining to the Disclosing Party, its clients, operations, finances, and products as strictly confidential. This treatment shall encompass Confidential Information disclosed by the Disclosing Party and appropriately designated as confidential, or which should be reasonably inferred to be confidential.Exceptions to Confidentiality: The obligations set forth above shall not apply to information that: (a) Is or becomes part of the public domain without breach of this Agreement. (b) Is required to be disclosed by the Receiving Party pursuant to a lawful legal process. (c) Is lawfully disclosed to the Receiving Party by a third party that is not bound by confidentiality obligations to the Disclosing Party. (d) Was already in the lawful possession of the Receiving Party through proper legal means. (e) Is independently developed by the Receiving Party without reference to the Confidential Information.Notification and Compliance: The Receiving Party shall promptly notify the Disclosing Party of any requests or inquiries by third parties seeking access to the Disclosing Party's Confidential Information. The Receiving Party agrees to furnish such information only when legally compelled to do so, following notice to the Disclosing Party and allowing the Disclosing Party a reasonable period to seek a protective order or other legal remedies.
This clause aims to underscore the vital importance of confidentiality within this Agreement, obligating the Parties to adhere to the exacting standards of privacy mandated by both federal and state laws, while simultaneously providing necessary flexibility to accommodate exceptions mandated by legal or proper channels. Failure to comply with these confidentiality obligations may result in legal consequences as defined by applicable laws.
By signing this Agreement, the Parties also explicitly acknowledge and consent to the terms detailed on the accompanying page, which elaborates comprehensively on the clauses and provisions outlined above. The undersigned Parties affirm their commitment to having read, comprehended, and agreed to the entirety of these terms, pledging their unwavering adherence to every provision encapsulated within this comprehensive document.(A) The Parties mutually agree that disputes arising under this Agreement and the transactions it encompasses shall be resolved solely and exclusively in the state and federal courts within the jurisdiction of the State of Wyoming, where InboundCalls.io is headquartered.(B) In the event of non-payment by the customer to InboundCalls.io, and should legal proceedings be initiated by InboundCalls.io resulting in its favor, the customer shall be liable to reimburse InboundCalls.io for its costs of litigation, inclusive of reasonable attorneys' fees.(C) The benefits and obligations delineated in this Agreement extend to the Parties involved, as well as their administrators and successors in interest. Neither Party may assign this Agreement without obtaining prior written consent from the other Party.(D) This Agreement, inclusive of the referenced Exhibits incorporated herein, constitutes the entirety of the agreement between the Parties with regard to the transactions discussed herein. It prevails over all prior verbal and written agreements and understandings concerning the same subject matter.(E) Governing the rights and obligations set forth in this Agreement, including matters of construction, validity, performance, and enforcement, are the laws of the State of Wyoming. The principles of conflict of laws shall not impact the application of these laws.(F) No modification, amendment, or supplement to this Agreement holds binding force unless executed in writing by the Parties. Furthermore, any waiver of provisions within this Agreement does not indicate a waiver of other provisions, nor does it create an ongoing waiver, unless such waiver is in writing.(G) In the event that a provision within this Agreement is deemed illegal, invalid, or unenforceable under current or future laws, such provision shall be considered fully severable. The remaining provisions shall continue to be enforced, with the severed provision having no bearing. To replace the severed provision, the customer shall automatically incorporate a similar, legal, valid, and enforceable provision.(F) The customer undertakes not to engage in any disparagement or denigration of InboundCalls.io through oral or written means. The customer agrees not to publish, post, or release any material in written or electronic format, make public statements, or conduct interviews related to the company, its operations, clients, employees, products, or services without the prior written consent of InboundCalls.io.
3. Fees, Payments, and Billing
Payment Obligations: The Customer acknowledges and accepts that the fees outlined in their specific contract ("Fees") are directly associated with the selected service. Payment shall be made in US dollars and is due on or before the designated due date based on the chosen payment plan. By providing credit or debit card details, the Customer grants authorization to InboundCalls.io ("Provider") for charging as per the chosen pricing and payment structure. Representations and Warranties: By providing banking and/or credit or debit card information, the Customer warrants and represents that: (a) The supplied banking and/or credit or debit card details are accurate, complete, and valid. (b) They possess rightful authorization to use the provided credit or debit card for the transaction. (c) Charges incurred will be duly honored by the card issuer or bank. (d) The Customer shall settle all charges incurred at the prevailing rates, inclusive of applicable taxes.Late Payment Consequences: In the event of delayed payment, Provider reserves the right to implement the following measures, in addition to other available remedies: (i) A monthly interest charge of 1.5% (or the maximum rate permitted by law, if lower) on the overdue amount, compounded monthly. (ii) Reimbursement of reasonable expenses incurred by Provider in collecting overdue payments, including but not limited to attorneys’ fees, court costs, and collection agency charges. (iii) Suspension of Customer's and Authorized Users' access to the Services under Section 3(f) if payment delinquency extends beyond 30 days.Tax Responsibility: All Fees and other monetary obligations under this Agreement do not cover taxes and similar assessments. The Customer is accountable for all sales, use, and excise taxes, along with any other comparable taxes, duties, or levies imposed by federal, state, or local governmental or regulatory authorities.Payment Terms and Schedule: Upon entering this Agreement, the Customer acknowledges that payment to InboundCalls.io constitutes compensation for the services provided. The payment obligation remains in full force throughout the agreed-upon contract period, regardless of the actual utilization of the Services.The compensation for InboundCalls.io's Consulting Services is as specified in Exhibit A, appended hereto and incorporated herein by reference. Payments to InboundCalls.io are to be exclusively facilitated through ACH transfers or direct bank account transactions. However, if the Customer opts for credit card payments, please note that a supplementary monthly recurring fee of 3.5% of the monthly payment amount shall apply.Payment Schedule: Regular monthly payments are obligatory, with intervals of 30 days, commencing from the date of Agreement execution. It is the Customer's responsibility to ensure timely payment to forestall service disruption or late payment penalties.Late Payment Penalties: In cases of overdue payments, a penalty fee of $100 shall be incurred during a 2-day grace period from the scheduled payment date. If payment is not settled within this grace period, starting from the third day of delinquency, an additional fee of 1.5% of the overall monthly due amount shall be levied for each subsequent day until payment is rendered.
4. Refunds; Chargebacks
Refund Policy: Given the nature of the Services provided, refunds for services rendered will not be entertained or considered. You understand that the services offered by Provider are time-sensitive and require prompt execution. As such, any request for refunds shall be deemed invalid.Chargebacks Prohibition: You expressly acknowledge and undertake not to initiate any chargebacks on credit/debit card charges related to your engagement with Provider. By making a payment, you agree that any dispute or concern related to the services shall be resolved in accordance with the Dispute Resolution provisions outlined in this Agreement.Chargeback Consequences: In the event that you initiate a chargeback for a credit/debit card charge related to a payment initiated by you, Provider reserves the right to pursue remedies to recover the disputed amount, as well as an additional administrative fee of $500. These remedies may include, but are not limited to, recharging your credit/debit card for the disputed amount or engaging a collection agency to recover the outstanding amount.Early Termination and Dispute Resolution: Should you decide to terminate this Agreement prematurely or encounter concerns regarding the quality, effectiveness, or any other aspect of the Services provided, you acknowledge the necessity of adhering to the Early Termination and Dispute Resolution provisions as outlined in this Agreement. Any disputes or concerns shall be addressed through open and transparent communication, in accordance with the Dispute Resolution provisions.
5. Early Termination and Dispute Resolution
Early Termination and Compensation: In the event of early termination of the Contract by the Client before the agreed-upon term, the Client acknowledges and agrees to compensate the Agency in an amount not exceeding 39% of the overall agreed contract value from the beginning. The exact compensation amount shall be determined by the Agency based on the remaining term and costs incurred due to premature termination.Dispute Resolution: The Parties recognize the importance of open and transparent communication in maintaining a healthy business relationship. Should any questions, concerns, doubts, or issues arise regarding the services provided under this Contract, both Parties shall engage in good faith discussions through formal written communication. The Client shall provide the Agency with the opportunity to address and resolve any such matters in a timely manner.Good Faith Communication: The Client agrees to communicate any questions, concerns, doubts, or inquiries regarding the effectiveness or progress of the services rendered by the Agency promptly and in a formal written manner. The Agency shall be provided with an adequate opportunity to address, negotiate, or make adjustments to the services as needed to meet the Client's expectations.Voiding of Contract: Failure by the Client to engage in good faith communication, as outlined in Section 3, shall be considered a breach of the Contract terms. The Agency reserves the right to void the Contract and pursue legal action against the Client's actions. This may include seeking compensation for damages incurred as a result of the voided Contract.Unjust Disputes and Penalties: If the Client initiates a chargeback, dispute, or similar action with their bank, credit card company, or other financial institution without first attempting to address the issue with the Agency, the Client agrees to pay all charges and fees associated with such actions. Additionally, the Client acknowledges that unjustly disputing charges may result in a penalty, and the Client shall be liable to pay a penalty equivalent to [Specify Penalty Amount] as a consequence of initiating an unjust dispute. Legal and Public Repercussions: The Client acknowledges and agrees that if the Client initiates an unjust dispute with the intent to harm the Agency's reputation or to avoid legitimate payment obligations, the Agency reserves the right to pursue legal action to recover all amounts owed, seek damages for any harm caused, and disclose the unjust dispute to relevant parties, including but not limited to industry associations and public forums.Governing Law - Wyoming: This Clause shall be governed by and construed in accordance with the laws of the State of Wyoming. Any disputes arising under or in connection with this Clause shall be subject to the exclusive jurisdiction of the courts located where InboundCalls.io is headquartered in Wyoming.
6. Promise of Performance and the Effective Communication and Collaboration
Promise of Performance and Effective Communication: InboundCalls.io ("Provider") and the Client mutually acknowledge and understand that the success of the marketing services provided is closely tied to a collaborative effort based on initial discovery, predicted projections, and adherence to recommended strategies. By working in sync and conjunction, as guided and requested, both Parties predict the achievement of notable outcomes.Projected Outcomes: Based on thorough initial discovery and data-driven projections, it is anticipated that, on average, the Company will experience approximately X amount of phone calls after the full initial 90-day period. Moreover, the Company is expected to maintain its improved position in the map pack and reinforce its online presence while actively retaining the services of Provider in accordance with this Agreement. Mutual Commitment: Both Parties mutually commit to realizing the projected outcomes through diligent collaboration, open communication, and adherence to the strategies outlined in this Agreement. By following Provider's recommendations and directives, informed by experience, data, and industry expertise, the Company can expect to achieve its marketing and branding goals, establishing itself as a trusted and authoritative presence in its field.Conditions of Promise: The Promise of Performance is contingent upon the Company's fulfillment of monthly payments and the ability to provide good faith internal communication to facilitate effective execution of marketing strategies. It is important to acknowledge that external variables such as staffing changes, quality of services, and the Company's ability to accommodate increased attention and demand may impact the Promise of Performance.Voiding of Promise: The Promise of Performance may be voided in the event of unsuccessful completion of monthly payments or the Company's inability to fulfill its end of the agreement as specified. This includes, but is not limited to, failure to follow recommended strategies, changes in staffing that hinder implementation, or other factors that inhibit the Company's success.Effective Communication and Collaboration: Both InboundCalls.io ("Provider") and the Client recognize that effective communication and collaboration are pivotal for the successful implementation of the marketing services outlined in this Agreement. Clear, consistent, and written communication is of utmost importance to ensure the accurate assessment of the Company's current status, the impact of services provided, and the subsequent outcomes, effects, and results.Information Exchange: The Client shall provide detailed and accurate information regarding their business, current marketing efforts, and relevant industry trends. This information exchange is essential to facilitate an in-depth understanding of the Company's unique needs and challenges.Service Effectiveness: Provider is committed to delivering services that align with the Client's goals and objectives. Written reports, data analysis, and progress updates will be shared with the Client regularly to enable a comprehensive evaluation of the effectiveness of the provided services.Future Strategy Development: The insights gained through continuous written communication will play a critical role in shaping future marketing strategies. By analyzing the outcomes of the services delivered, both Parties will be equipped to refine and tailor future endeavors to maximize success.Adaptation and Improvement: Effective written communication allows for timely adjustments and improvements to strategies based on real-time results and feedback. The Client's commitment to providing accurate and thorough information empowers the Provider to refine approaches as necessary.
Guidance for Client Success: The Agency's expertise, data-driven decisions, and industry knowledge rely on the comprehensive information shared by the Client. Clear, written communication enables the Provider to guide the Company effectively, ensuring the attainment of marketing and branding objectives.
Updated: February 6, 2024