The Terms of Service for Client Services Agreement (“Terms of Service”) shall be fully incorporated into the Client Services Agreement (the “Agreement”).
Unless defined otherwise, the terms and definitions used herein shall refer to the terms and definitions set forth in the Agreement.
By agreeing to the Client Services Agreement, Client explicitly agrees to the following Terms of Service:
No Guarantee of a Specific Result. Regardless of any perceived representation to the contrary, 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 to that the Agency has no control over Google or other advertising platforms and if they decide to make changes to their advertising platform.
No Refunds. You understand and agree that there are no refunds. Once payment has been made, you can never reclaim payments, neither full or partial. This applies to payments to Digital Rain and the advertising platform used.
Service Fees. Client agrees to pay for services in advance. Service Fees must be paid by credit card. Client authorizes Digital Rain to collect Service Fees by charging its linked credit card. Service Fees will be charged on the 1st of every month until the Agreement is cancelled.
In the event any amount due to Digital Rain remains unpaid fifteen (15) days after presentation of an invoice to Client, a late payment fee in the amount of 10% on the amount overdue will be charged to Client. Digital Rain in its sole discretion, may also temporarily suspend Services. Suspension of Services does not necessarily imply termination of this Agreement, however Service Fees will continue to accrue as if no suspension had occurred. Reinstatement of a suspended account or terminated Agreement requires a $500 reinstatement fee.
Costs & Expenses. Client is responsible for all expenses and costs that are incurred directly through the platforms, media and channels for your advertising purposes.
The monthly Services Fees paid to Digital Rain are not part of any other payment you pay other mediums (ie. Google Ads). Our monthly fee is not part of the fees incurred by Google, Bing, Yahoo!, Facebook, or any other medium on which you advertise, regardless of the circumstances. This includes domain registration, domain renewals, stock photography and other assets, and any other materials used in your advertising campaigns. Digital Rain will make every effort to inform you of any additional fees prior to incurring them.
Superiority. To the extent that any conflict exists between the provisions in the Agreement and these Terms of Service, the provisions of the Agreement shall be deemed controlling.
Payment. Payment is due from Client prior to service. Client will be assessed a $50 non-sufficient funds fee for any returned checks or any other failed payment for any reason, including but not limited to resulting from failed ACH charges, insufficient funds, incorrect or inaccurate information, etc. In Digital Rain’s sole discretion, Digital Rain may choose to invoice Client for services after commencing performance of services, in lieu of requiring payment up front, in which case payment is due within 15 days of any invoice provided.
Late Payments. Any payments not paid within 10 calendar days of the due date therefor, will incur a monthly penalty fee of five per cent (5%) of the outstanding balance, compounded monthly.
Credit Card Payments. Client agrees to provide payments via credit card transaction(s) by executing the Credit Card Authorization Form. Unless revoked in writing, Digital Rain may initiate a credit card transaction any time monies are due, or may choose to initiate them periodically, such as (solely by way of example) weekly, monthly, or quarterly. Client shall bear any and all fees, costs, and expenses associated with any credit card transaction, including but not limited to those that may incurred by Digital Rain by virtue of such transaction. Client warrants the accuracy of any information provided relating to any credit card transaction. Client agrees to indemnify, hold harmless, and release Digital Rain from any and all claims arising in connection with utilizing a credit card transaction pursuant to this Agreement.
Dispute resolution. Client agrees to provide Digital Rain with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of the Services or relating to Digital Rain, within six (6) months after any such claim, dispute, or controversy arises. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against Digital Rain, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay Digital Rain’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
Ownership. Digital Rain shall own all right, title, and interest in the landing page’s content, copy, layout, functionality, and unique scripts. Digital Rain grants to Client a non-assignable, non-transferable, non-exclusive license to use its landing page platform during the term of this agreement.
Non-Disparagement. During the term of this Agreement and following the termination this Agreement for any reason, Client hereby agrees that it will not make any public disparaging statements concerning Digital Rain or its owners, affiliates, officers, directors, employees, agents, or contracting parties, its business or operations or the services provided by Digital Rain.
Successors and Assigns. These Terms of Service shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
Governing Law. The Agreement and Terms of Service shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of North Carolina. Digital Rain and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.
Entire Agreement for Subject Matter. These Terms of Service constitute the entire agreement between Client and Digital Rain with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.