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Zoombug Business Marketing | Terms & Conditions

  1. Definitions. “Agreement” is the signed contract, agreement, change order, renewed services agreement, or other binding document that references these Terms and Conditions. “Zoombug” means Zoombug Marketing, a sole proprietorship headquartered in Texas. “Client” means a party that has agreed to a contract with Zoombug. 

  2. Independent Contractor. Client is engaging Zoombug as an independent contractor for the specified services outlined in the Agreement. 

  3. Warranty. Zoombug does not warrant the number of sales that the Customer will make or the traffic or number of visitors that will visit the customer website. Zoombug expressly disclaims and excludes all expressed and implied representations and warranties, whether statutory or otherwise. The parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement, or otherwise. Zoombug offers no guarantee or warranty of present or future increase in sales, traffic, or engagement. If Client gives Zoombug control over advertising budgets and allows Zoombug to make changes to budgets on their behalf, Client agrees to hold Zoombug harmless from any unanticipated overspend, underspend, or budget pacing. Liability for advertising costs and payment will lie exclusively with Client. 

  4. Liability. Zoombug’s liability for default or breach, including breach of any guarantee or warranty expressed within this Agreement, shall be limited to the lesser of (i) the amount actually paid to Zoombug by the Customer under this Agreement or (ii) five thousand dollars. Zoombug is not responsible for loss of income or projected loss of income for any reason. Customer is responsible for, and Zoombug has no liability for, the content, products, services, trademarks and other aspects of marketing and PR that are related to the Customer’s business, industry, and competitors. 

  5. Client Cancellation. Clients may cancel this Agreement after payment of any outstanding invoices are fully paid. Zoombug would only require a thirty (30) day notice of cancellation in writing. 

  6. Changes in Fees and Plans. To keep client services and Zoombug’s digital strategies innovative in an ever increasingly competitive and ever-changing online marketplace. Zoombug annually adjusts our services packages pricing, plan and package deliverables, software subscription fees, and our hourly rates. These changes will become effective as of the first day of the renewal of your service term (unless otherwise agreed in writing with Zoombug). For clients who do not have a fixed service term, the effective date will be the first day of the following month after the Change in Fees has occurred. 

  7. Payment of Fees. Payments must be made promptly. Down payments are required to begin services and ongoing services payment terms are due upon receipt. If an amount remains delinquent sixty (60) days after its due date, an additional 5% penalty will be added for each month of delinquency. In case collection proves necessary, the Client agrees to pay all fees incurred by that process. 

  8. Minimum Hourly Floor. Zoombug needs to employ and retain talented digital marketers, developers, designers, etc., along with leveraging our technology infrastructure to keep our clients at the forefront of the industry. Zoombug keeps a floor of $30 an hour, which the hourly rate of our service package & plans cannot fall under for more than a three-month span. If a Zoombug employee's recorded time calculates to less than $30 an hour for services provided, Zoombug will notify the Client that (a.) The fees for our plans & packages need to be increased above company hourly rate floor levels (b.) the fees the Client is paying remain the same, but a decreased scope of work needs to be agreed on by both parties (c.) Zoombug can no longer support the provided services, and both parties agree to separate at the end of the month when a notice was provided by Zoombug. With Zoombug completing any remaining deliverables and the Client will pay all invoices for the current month when a notice was provided and any invoices which are still open.

  9. Zoombug Cancellation. Zoombug reserves the right to cancel any or all provided services. Zoombug agrees to provide the client written notice of canceled services, on the last day of the month.

  10. Venue. For any action involving matters of this Agreement, the venue shall lie in Bexar County, Texas. 

  11. Applicable Law. This Agreement shall be governed by the laws of the State of Texas. 

  12. Non-solicitation. During the term of the Agreement with Zoombug and for a period of three (3) years after the Termination Date of all Agreements with Zoombug, Client will not directly or indirectly solicit, induce, or attempt to induce any current employee, former employee, or vendor of Zoombug to terminate his or her employment or services with Zoombug or to perform any work or services for Client or any of Client’s customers, vendors, or affiliated companies. Client acknowledges and agrees that the breach of this section by Client would cause Zoombug irreparable injury and agrees to fully compensate Zoombug a minimum payment of at least three (3) forecasted future years of compensation at a minimum. 

  13. Non-disparagement. During the term of this Agreement and for a period of three (3) years after the Termination Date of all Agreements with Zoombug, Client agrees to take no action which is intended, or would reasonably be expected, to harm Zoombug or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to Zoombug. 

  14. Phone Calls and Web Meetings. When you are in contact with Zoombug by phone, the call may be monitored or recorded for quality assurance purposes. Your continued participation in any telephone or web meeting conversations serve as express consent to be monitored or recorded. 

  15. Future Services. Future services performed for the Client as either hourly or quoted services will utilize all provisions of this Agreement unless a new Agreement is established. Zoombug agrees to continue to update and adjust marketing service plans. 

  16. Modification. Zoombug may make changes to services and these Terms and Conditions at any time without notice. Your access or continued use of Zoombug’s service after a change will signify your assent to be bound by such changes. 

  17. Assignment. Client may not assign any Agreement or its rights and obligations under any Agreement or Terms or Conditions. 

  18. Severability. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

  19. Injunction. It is agreed that if Client violates the terms of this Agreement, irreparable harm will occur, and money damages will be insufficient to compensate Zoombug. Therefore, Zoombug will be entitled to seek injunctive relief (i.e., a court order that requires Client to comply with all Agreements and these Terms and Conditions) to enforce the terms of the Agreement and these Terms and Conditions. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing all Agreements and Terms and Conditions. 

  20. Survivability. Sections 10, 11, 12, and 13 of these Terms and Conditions shall survive any termination of these Terms and Conditions.

  21. No Waiver of Rights. If one Party breaches these Terms and Conditions, then the failure of the other Party to enforce any rights under these Terms and Conditions shall not be deemed a waiver of any such rights. The rights and remedies of the parties, as set forth in these Terms and Conditions, are not exclusive and are in addition to any other rights and remedies provided by law.

Authorization. By physically signing or digitally approving an Agreement, or by agreeing to renewal or add new services verbally I attest that I have read, understand, and agree to the above Terms and Conditions.

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