Online Advertising and Marketing Services
Ioshka Media, LLC (Agency) offers a variety of services to market businesses online and improve website visibility. By engaging us, you (Client) agree to the Terms and Service Agreement (Agreement) set forth below. If you have questions, or if we may be of any service, please do not hesitate to contact us. Agency provides social media marketing, search engine marketing, website optimization and related services on a local, national and international basis. As such, we submit information on your behalf to social media sites and search engine providers for whom you must agree to their terms and conditions. These providers may include, but are not limited to: Facebook, LinkedIn, Instagram, Google, Yahoo, MSN/Bing, Yelp, local online newspapers, Twitter, Pinterest, YouTube and other sites. The terms and conditions of these providers all apply. Agency will not share your information with any business other than in the course of securing online advertising and marketing services on your behalf.
Payment & Billing Terms:
1. Client hereby agrees to pay the fees in price and schedule as listed on the Agreement completed by Client or in the proposal submitted to Client.
2. If full advertising budget (when applicable) is not spent due to online demand or inventory, in the event there are additional months of advertising, balance will be applied to the upcoming month(s) unless prior written communication states that any unspent amounts are to be refunded & will be promptly refunded within 7 business days.
3. Client hereby grants permission for the Agency to charge Client credit, debit card or bank account on file according to the price and schedule listed on the agreement or proposal every month for the amount agreed to as the monthly spend under Agreement. If the invoiced budget is a one-time charge, then no monthly charge will apply. Monthly payments will be put on auto-bill and will automatically be charged to the credit card on file on the same day every month as the first payment date made.
4. Client agrees to pay upon execution of this agreement. Agency reserves the right to stop work until payment is made. Should collection activities become necessary, Client agrees to pay all fees relating to said collection activities.
5. Agency reserves the right to add a late fee of 5% per month on outstanding invoices at least one month past due.
6. If the Agency and the Client agree on a fixed quote regarding any services then they are liable to pay 50% of the billable amount in advance, prior to the commencement of the work. The remaining 50% of the payment will have to be made within 7 days of the start date of the services.
7. If the Client does not pay a monthly invoice when it is due, the Agency shall terminate the services immediately. In this case, we will not be liable to issue a 10-day prior notice.
Expenses:
1. Client shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Client in advance.
2. Agency shall not be obligated to reimburse Client for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Agency in advance.
Terms of services:
1. If a Client chooses to visit Ioshka Media (Agency), Client visit and any dispute over privacy is subject to this Notice and the Agency’s Conditions of Use, including limitations on damages, arbitration of disputes, and application of the law of the state of Florida. If the Client has any concern about the privacy at the (Agency), the Client sends the Agency a thorough description to [email protected], and the Agency will try to resolve it.
Privacy Rights
Advertising Material
Agency has the right to place information pertaining to your business on any of the social media, publisher, and search provider websites, such as those listed above, and you authorize Agency to develop content based on information or material provided by you or your designees and collected by Agency including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos. Further, you represent that the material and information you provide to the Agency is truthful, not misleading, and that you have the authority to represent this product and service information to the Agency.
Client’s Obligations
The Client shall provide assistance, technical information and decisions to the Agency, as reasonably required by the Agency in sufficient time to facilitate the execution of marketing efforts in accordance with any estimated delivery dates or milestones. The Client agrees to work closely with the Agency to provide regular information and feedback so the Agency can create fresh content and make adjustments to marketing efforts, accordingly. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Agency and warrants and undertakes to the Agency that the Client’s employees assisting in the execution of an effort have the necessary skills and authority. This includes providing necessary login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for the Agency to carry out marketing efforts.
Rates
All advertising purchased will be at the rates and on the terms indicated in this Agreement. Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its service terms. The Agency will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact this agreement. If the rates are increased, products/services modified, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Agency in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, which will become a part of this Agreement and become effective on the date set forth in the Agency’s notice.
Termination
The Agency may reject an advertising order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make payment when due or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the Client ceases doing business or is likely to cease doing business or (e) in the opinion of the Agency, the credit of the Client is or may be impaired. If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to promptly pay.
Cancellation
If a Client seeks to cancel services prior to expiration of the term, they may cancel with 30 days written notice provided that they immediately pay all outstanding invoices, the hourly rate for any hours used beyond those included in Agreement, and a cancellation fee equal to one month’s service fees under Agreement.
Errors
The Client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by the Agency. The Agency agrees to take corrective action within 2 business days of notification by the Client, that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client or the advertisement was submitted after start date. The Agency will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.
Intellectual Property Rights
All advertising artwork and copy which represents the creative effort of the Agency and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Agency, or the relevant third party from whom the Agency has acquired a right of use, including all rights of copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to the Agency. All logos, website and social media content is considered to be owned by the Client once it has received final approval to go live and payment in full has been received and may be reused, shared and reproduced by the Client.
Advertising Content
The Agency may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client’s digital advertising products or services to meet industry standards Client’s budget. All digital advertising placements are at the option of the Agency, unless a specific placement is purchased by the Client. Failure to meet placement requests will not constitute cause for adjustment, refund, make good, termination or cancellation of this Agreement.
SEO/Digital Marketing
1. Client acknowledges the following with respect to SEO services from Agency:
1. Agency has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, the Agency does not guarantee No.1 positions or consistent top positions for any particular keyword, phrase, or search term.
3. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time or have enough back link strength. Agency assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently, clients understand that ranking new websites is much more difficult than ranking old and established sites and they should not have unrealistic expectations about rankings, traffic and revenues.
4. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
5. A website’s search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
6. Agency makes no guarantee/warranty of project timelines or added expenses if content or SEO work is destroyed either wholly or in part, either knowingly or unknowingly by any party other than Agency or without the prior consultation of Agency.
7. Agency is not responsible for the Client or any of its affiliates overwriting content or SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of $125 per hour.
2. Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Social
Media Campaigns/Paid Search Services from Agency:
1. Agency accepts no responsibility for policies of PPC Advertising Networks, social media platforms, third-party search engines, directories or other web sites that Agency may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s website or content may be excluded, rejected or banned from any third-party resource at any time. Client agrees not to hold the Agency responsible for any liability or actions taken by third-party resources under this Agreement.
2. Client acknowledges and agrees that the Agency makes no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. Agency does not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query. Agency does not guarantee position, consistent positioning, or specific placement for any particular ad, keyword, phrase or search term.
3. Client acknowledges that Agency’s past performance is not indicative of any future results the client may experience.
4. Agency does not warrant that the performance will be error-free but will immediately act (the next business day) to correct errors once they have been identified.
5. Client acknowledges that paid advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by the Agency to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of $125 per hour.
6. Client acknowledges that any of the online advertising networks, social media sites, search engines, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time.
7. Client acknowledges that online advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Agency shall re-submit resources to the search engine based on the current policies of the third-party advertising network in question.
8. Agency will endeavor to make every effort to keep clients informed of any changes that Agency is made aware of that impact any of the online marketing, social media campaigns and strategy and the execution thereof under this Agreement.
9. Client acknowledges that the Agency cannot guarantee the exact placement of the client's advertising; its availability or availability related to the funds in the client’s account.
10. Costs for digital media advertising are additional and paid directly to third-party providers. Payment for media that the Agency is running on behalf of Client shall be paid for in advance of running. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g. Google, Facebook, Yahoo), the Agency reserves the right to pause advertising until accounts are made whole.
11. Development of text ads, image ads, video ads, and/or banner ads in support of online marketing or paid social media campaigns will be outlined specifically as a part of the deliverables in the strategy with the Agency.
12. Agency does not offer any refunds for SEO or digital marketing campaigns (SEO, PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing, Blogging, Social Media).
Indemnity
Client agrees to indemnify and hold harmless Agency, its owners and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to Agency’s use of materials furnished by Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts). Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark, copyright or other intellectual property claims. Additionally, Client agrees to indemnify and hold harmless Agency, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that Client has generated and has asked Agency to develop or implement. For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify the Agency for any claims instituted by the third party. Agency does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law. You warrant that any business ideas, business plans, concepts or innovations that you have presented to the Agency and asked the Agency to create deliverables for are compliant with applicable federal, state and local laws, rules and regulations.
