Marketing Services Agreement
This agreement governs the provision of marketing services (“Services”) for you and/or your business by BubbleLife Media, LLC (“BubbleLife Media”) through any of BubbleLife Media’s websites or staff and applies to you, your employees, agents, contractors, or other users who make use of these services from BubbleLife Media. Services includes but is not limited to social media and Neighborhood Marketing Center services. This Agreement is the complete and exclusive agreement between you and BubbleLife Media regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
1. SERVICES CREATION AND OWNERSHIP
- You retain the ownership of all images, photography, customer information and content provided by you.
- You retain the ownership of all URLs and social media URLs provided by you or registered on your behalf. If BubbleLife Media purchases a URL for your specific usage, you own the URL and, if the URL is registered in the name of BubbleLife Media for administrative purposes, then at the termination of the agreement, BubbleLife Media will transfer the registration to you or your designee.
- BubbleLife Media will work in a prompt manner to perform the services you have requested subject to your provision of requested materials or guidance and subject to BubbleLife Media’s schedule of projects. If your business or profession imposes requirements for your content or social media strategies, you shall be solely responsible for compliance with such requirements and you will not look to BubbleLife Media to determine compliance with such requirements.
- If requested, you will be given a chance to approve any content prior to public availability. Your approval may be given by phone, email or in person and BubbleLife Media shall be the sole judge of whether your approval was granted.
- You are granted a perpetual license to use any content created by BubbleLife Media on your behalf.
- BubbleLife Media recognizes that you own the customer or contact information provided by you or acquired by you or by BubbleLife Media for you during the usage of the Services .
- You agree you will not access or otherwise use third party mailing lists or otherwise prepare or distribute unsolicited email, in connection with the Services.
- You agree to import, access or otherwise use only lists for which all listed parties have consented to receive correspondence from you in connection with your use of the Services. You hereby covenant that you shall not use any other lists.
- You acknowledge and agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act) of any email message sent on your behalf.
- You agree that the “from” line of any email message sent by you using the Services will accurately and in a non-deceptive manner identify your organization, your product or your service.
- You agree that the “subject” line of any email message sent by you using the Services will not contain any deceptive or misleading content regarding the overall subject matter of the email message.
- You agree to include in any email message sent by you using the Services your valid physical address, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.
2. SERVICES CONTENT HOSTING
- You will be responsible for all content used in your Services and you license and permit BubbleLife Media to use same for the purposes of hosting or distributing your content.
- Services shall be performed during time frame or duration specified in your invoice.
3. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, AND OTHER SERVICES MADE AVAILABLE BY BUBBLELIFE MEDIA OR ANY THIRD PARTY VENDORS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND BUBBLELIFE MEDIA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES. BUBBLELIFE MEDIA HEREBY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
Except for a party’s indemnification obligations under this agreement, neither party will be liable to the other party or any user or any third party for any loss of profits or revenues or cost of replacement services (whether direct or indirect) nor any indirect, incidental, consequential, punitive, or special damages of any kind arising from the use of the services, even if such parties have been advised of the possibility of such damages. BubbleLife Media’s liability to you for any reason and upon any cause of action is limited to the amount you actually paid to BubbleLife media under this agreement as follows: (i) BubbleLife Media’s liability for any breach of the Website Creation portion of the Agreement shall not exceed the fee actually paid by Customer for the creation of the website (excluding costs) and (ii) BubbleLife Media’s liability for any breach of the Website Hosting portion of the Agreement shall not exceed one month’s website hosting fee. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, or other torts. The fees for the services set by BubbleLife Media under this agreement have been and will continue to be based upon this allocation of risk. Nothing in this agreement is intended to exclude or limit either party’s liability with respect to those liabilities that cannot be legally excluded or limited even if any other provision may suggest otherwise.
5. CUSTOMER INDEMNITY
You warrant that you are the sole owner of the trademarks and service marks and content provided or identified for use on your website or have a valid right to use those marks and content. You agree to indemnify, defend, and hold harmless BubbleLife Media and its employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by BubbleLife Media arising out of any claim of a breach of the intellectual property or confidentiality rights of another.
6. ADVERTISING INDEMNITY
You are solely responsible for any legal liability arising out of or relating to (1) the advertisement, and/or (2) any material which users can link through the advertisement. Client represents and warrants it holds the necessary rights to permit the use of the advertisement and link by BubbleLife Media for the purpose of this agreement. Advertiser agrees to indemnify and hold BubbleLife Media harmless from any and all liability, loss, damages, claims, or causes of action; including legal fees and expenses that may be incurred by BubbleLife Media arising out of or related to your breach of any of the foregoing representations and warranties.
7. BUBBLELIFE MEDIA INDEMNITY
BubbleLife Media agrees to indemnify, defend, and hold harmless Customer from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorneys’ fees) asserted against or suffered by you arising out of any claim alleging that the services as provided by BubbleLife Media infringe any third party’s intellectual property rights.
8. OTHER TERMS AND CONDITIONS
- You may terminate this agreement at any time.
- BubbleLife Media may terminate this agreement at any time.
- BubbleLife Media may use images of the advertising and any content thereon in its marketing and promotional materials.
- BubbleLife Media and Customer are independent contractors. Nothing in this agreement is intended for the benefit of any third party.
- This Agreement is governed by the laws of Texas and any action hereunder shall be brought exclusively in Dallas County, Texas.
Updated: November 1, 2010