Terms & Services
Effective Date: July 1, 2019
The Marketing Services Agreement (“Agreement”) along with any additional documents attached, sales agreements, or other documentation and/or information included with the Agreement, sets forth the terms and conditions under which Hashtag Digital Marketing Group will provide the Marketing Services selected by the Client (“you” or “Client”).
This Agreement is incorporated by reference into and made a part of any sales agreement and/or order form and related information (as defined below), provided to client by Hashtag Digital Marketing Group, authorized by you, and submitted to Hashtag Digital Marketing Group. This Agreement governs the relationship between you (client) and Hashtag Digital Marketing Group. This Agreement also applies to any Digital Marketing Services you may obtain from Hashtag Digital Marketing Group without a sales agreement and/or order form, such as product trials at no cost, deluxe product(s), purchased products, or other short-term promotion offers.
If you are accepting this Agreement as the employer or a third party on behalf of the employer, you represent and warrant that (i) you have full legal authority to execute your employer or such legal entity to this agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to be bound by this Agreement.
- HASHTAG DIGITAL MARKETING GROUP SERVICES:
The Agreement sets forth which Digital Marketing Services are being purchased by you (client), the costs associated for such Digital Marketing Services, the term of the marketing campaign or engagement and other pertinent details. The Digital Marketing Services include, but are not limited to, the following listed products below:
- Search Engine Optimization (SEO)
- E-Commerce & Google Managed Shopping Cart
- Reputation Management & Business Branding
- Social Media Posting/Marketing
- Content Marketing
- Video Development/Production
- Online Business Directory Listings Management
- Pay Per Click Management (PPC)
- Blog Writing/Management
- Website Hosting, Development, Management, Updates & Marketing
2. PAYMENT TERMS:
A. Identification of Fees:
You (client) agree to pay the amounts set forth in the Executed Sales Agreement and in accordance with the Payment Terms herein (“Executed Sales Agreement Amount”). Executed Sales Agreement amounts are generally divided into service fees and setup fees. Hashtag Digital Marketing Group reserves the right to change any of the sales agreement amount(s) at any time, provided that such changes will not take effect until a new Sales Agreement has been fully executed and delivered to Hashtag Digital Marketing Group by you (client). If Hashtag Digital Marketing Group offers any special trial promotions for any of their digital marketing products that provide you with “free” marketing periods or other incentives in connection with purchasing Digital Marketing Services (the “free marketing periods”), and you cancel one or more of the Digital Marketing Services prior to completion of the sales agreement term(s), then in addition to any other cancellation penalties you may be subject to, you will be required to repay to Hashtag Digital Marketing Group the full amount of the free marketing period.
Once an Agreement has been accepted by Hashtag Digital Marketing Group, the Client’s credit card will be charged or bank account shall be ACH debited, in accordance with to the sales agreement amount/terms. All payments are due in U.S. dollars.
C. Timing of Payment:
Fees, as identified on the Sales Agreement, are due on a recurring monthly basis commencing on the Effective Date of the Sales Agreement Term, unless stated otherwise. Hashtag Digital Marketing Group shall have the right to charge the Client Card/Account in accordance with this Agreement. Hashtag Digital Marketing Group may notify the Client via the email address provided on the Agreement of any issues regarding payment processing. You understand and acknowledge that if at the time of processing the Payment, Hashtag Digital Marketing Group is unable to secure payment via Client’s elected payment method, the Marketing Services and/or your account may be suspended or terminated if timely payment is not rectified and received thereafter.
The Term for the Marketing Services being provided shall commence upon Hashtag Digital Marketing Group acceptance of an Executed Sales Agreement on the date of its execution and upon receipt of the initial payment (the “Date of Sales Agreement”) and shall continue for the term set forth therein and in accordance with the terms of this Sales Agreement (the “Initial Term”). Following the Initial Term detailed in the sales agreement, any continuing Marketing Services delivered to Client, on a month-to-month basis in accordance with the terms and conditions set forth in this Sales Agreement, unless otherwise agreed to by the Parties.
You may cancel any Marketing Service at any time and for any reason by providing a 30-day notice in writing as detailed on the Executed Sales Agreement. To cancel your sales agreement, you may contact your Digital Marketing Specialist by phone at 954-317-9950 – 786 493-1250 or you may request a cancellation via email, at JC@hashtagdigitalmarketing.com.
C. Termination for Cause:
Hashtag Digital Marketing group may terminate this Agreement with 30 days’ prior written notice (the “Notice Period”) if the Client is in material breach of its sales agreements terms and obligations hereunder and such breach has not been cured at the conclusion of the Notice Period.
D. Suspending Marketing Service:
- Hashtag Digital Marketing Group may suspend the Marketing Services at any time for operational reasons (if required by extreme situations, including without limitation, significant security breach, malware, other viruses, or other inappropriate, unlawful, or fraudulent use).
- You may also request that your Marketing Services be suspended, however, it will be in the sole discretion of Hashtag Digital Marketing Group to determine if a suspension is merited and if it will be provided. A request to suspend your marketing services can be made to your Hashtag Digital Marketing Group Representative, but if the marketing services are suspended for a period of more than 30 days, the client will be responsible and charged a “reactivation fee” in the amount equal to there setup fee. If no setup fee was collected upon initial execution of the sales agreement then the “reactivation fee” will be a flat sum amount of $150.00
E. No Refunds:
The client understands and agree that you will not be entitled to any refunds for any reason whatsoever at any time for any of amounts already paid and/or collected by/to Hashtag Digital Marketing Group under this Sales Agreement, and any such amounts will be deemed earned by Hashtag Digital Marketing Group for Marketing Services.
F. Effect of Termination; Survival:
You understand and acknowledge that due to the nature of the Internet, certain information regarding the client’s company that was posted on the Internet as part of the Digital Marketing Services may continue to be available on the Internet following the termination of the client’s Digital Marketing Services and/or the Sales Agreement. All provisions of the Sales Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to Hashtag Digital Marketing Group as of the effective date of sales agreement termination.
4. HASHTAG PLATFORM:
As part of the Marketing Services and from time to time during the Term, you will provide certain information to Hashtag Digital Marketing Group, which Hashtag Digital Marketing Group may input into its proprietary platform (the “Platform”). Accordingly, you hereby permit Hashtag Digital Marketing Group to input your contact information, credit card or ACH information, and information relating to the Marketing Services into the Platform. Hashtag Digital Marketing Group will only use such information in connection with the fulfillment of the Marketing Services, as otherwise permitted by the Agreement and as may be legally necessary. In addition, you agree that Hashtag Digital Marketing Group may, from time to time, use your data to send you emails regarding, Payment Reminders, Production Related Alerts, and other Marketing Opportunities relating to Hashtag Digital Marketing Group.
5. PRIVACY ESTABLISHMENT:
6. INTELLECTUAL PROPERTY:
A. License to Hashtag Digital Marketing Group:
You hereby authorize Hashtag Digital Marketing Group and its agents, publishers, sub-contractors or employees, a non-exclusive, royalty-free, worldwide license to use, modify, copy (as permitted in this Sales Agreement or otherwise by Client), publicly perform, display, and transmit during the term of this Sales Agreement (i) any content, pictures, logos(of any type), trademarks, service marks, promotional materials, product or service information, comments, reviews, audio and video’s and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing WebSite, to the extent necessary for Hashtag Digital Marketing Group to perform the Marketing Services. Notwithstanding anything contrary herein, title and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors.
B. Hashtag Digital Marketing Group Services:
If you request that Hashtag Digital Marketing Group provide any creative video content or graphic services, the client will remain fully responsible for any content you provide to Hashtag Digital Marketing Group. With respect to any content created by Hashtag Digital Marketing Group, as between you and Hashtag Digital Marketing Group, Hashtag Digital Marketing Group shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.
7. CLIENT WARRANTIES – CONVENANT – REPRESENTATIONS:
The client represents and warrants that you have and shall have all necessary rights and authority to enter and maintain the relationship with Hashtag Digital Marketing Group under this Sales Agreement. The client represents, warrants and covenant that your Existing Website, any content linked to the Existing Website and any content or materials that you provide to Hashtag Digital Marketing Group, do not and will not during the term of this Sales Agreement: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted on the Existing Website through any Marketing Service is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.
A. Hashtag Digital Marketing Group:
Each party agrees to indemnify and hold the other harmless against any losses, costs, expenses (including, but not limited to, reasonable attorneys’ fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, “Losses”) resulting from any claim, suit, action, or proceeding brought by any third party against the other or its affiliates related to or arising out of (i) any infringement or misappropriation or alleged infringement or misappropriation of any United States copyright, trade secret, patent, trademark, or other proprietary right related to any hardware or software utilized in connection with any of the Services (but excluding any infringement contributorily caused by the other party), and (ii) any violation of or failure to comply with the Rules or Regulations. Customer further agrees to indemnify hashtagdigitalmarketing.com (Hashtag Digital Marketing Group) and its affiliates against any Losses which arise out of, or relate to any content provided by Customer or the customers/clients of Customer, and Customer will reimburse hashtagdigitalmarketing.com (Hashtag Digital Marketing Group) and its affiliates for all legal expenses, including reasonable attorneys’ fees, incurred by hashtagdigitalmarketing.com (Hashtag Digital Marketing Group) and its affiliates in connection with any such Losses.
Hashtag Digital Marketing group will indemnify, defend, and hold the client harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any Hashtag Digital Marketing Group technology used in connection with its provision of the Marketing Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that written notice is given to Hashtag Digital Marketing Group promptly of such claims and that you provide such assistances as may be reasonably required in the defense of such matters.
9. AS AGENCY:
If you are purchasing Marketing Services on behalf of another company, you represent and warrant that this have been authorized by such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree that such company has been made aware of, and agrees to be bound by, the Agreement. Each you and the company, shall be jointly and severally liable for fulfillment of obligations under this Agreement, including all payment obligations. Any additional fees, paid to Hashtag Digital Marketing Group or the agent, shall be addressed in a separate written agency agreement.
A. As to your company. Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without Hashtag Digital Marketing Group prior written consent. Notwithstanding anything contrary herein, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding Hashtag Digital Marketing Group. “Confidential Information” means and includes all data and information, whether verbal or written, disclosed by Hashtag Digital Marketing Group, and relating to business plans, strategies, financial matters, research and development, technology, marketing, trade secrets, website design information, inventions, trade secrets, client, Client, vendor, manufacturer, distributor lists, prices and pricing policies, research and development materials, prototypes, marketing plans and strategies, Internet strategies and any other information that should reasonably be recognized as confidential information. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret to be designated Confidential Information. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations. You acknowledge that the Confidential Information is proprietary to Hashtag Digital Marketing Group, has been developed and obtained through great efforts by Hashtag Digital Marketing Group and that Hashtag Digital Marketing Group regards all its Confidential Information as trade secrets.
B. As to Hashtag Digital Marketing Group. Hashtag Digital Marketing Group may not share or disclose to any party, without your express consent, any information, including but not limited to marketing strategy employed within your organization, company policies in use, costs for any media purchases, geographic considerations as to your marketing plan, or any other sensitive information which is exchanged during or after the course of your engagement with Hashtag Digital Marketing Group.
11. DISCLAIMER OF WARRANTIES:
Hashtag Digital Marketing Group provides all marketing services performed hereunder on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted availability. If the marketing services are interrupted or delayed, Hashtag Digital Marketing Group sole obligation will be to restore such services as soon as practicable. To the maximum extent permitted by applicable law, Hashtag Digital Marketing Group disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Hashtag Digital Marketing Group will have no liability for any: (i) errors, mistakes, or inaccuracies of content or information; (ii) claims relating to infringement of any third party’s intellectual property (other than by the platform) or defamation; (iii) personal injury or property damage resulting from your access to or use of any of the marketing services; (iv) unauthorized access to or use of Hashtag Digital Marketing Group servers or of any personal or financial information; (v) interruption of transmission to or from the marketing services; (vi) bugs, viruses, trojan horses, or the like which may be transmitted on or through the marketing services by any third party; (vii) loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available on through the marketing services; or (viii) matters beyond Hashtag Digital Marketing Group reasonable control. Hashtag Digital Marketing Group does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through the offerings or any linked website. No advice or information, whether oral or written, obtained by you from Hashtag Digital Marketing Group or through the marketing services will create any warranty. Hashtag Digital Marketing Group makes no guarantees with respect to the performance of any marketing service or any product or service.
12. LIABILITY LIMITATIONS:
You expressly understand and agree that Hashtag Digital Marketing Group will not be liable for any direct, indirect, incidental, special, punitive, compensatory, consequential or exemplary damage (including, without limitation, for breach of contract or warranty, negligence or strict liability), or for interrupted communications, loss of use, lost business, lost data or lost profits (even if such party was advised of the possibility of any of the foregoing) (collectively, “damages”), arising out of or in connection with this agreement or the marketing services. These limitations shall apply to the fullest extent permitted by law, even if Hashtag Digital Marketing Group had been advised of the possibility of such damages. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.
In the event that the client has a dispute with third party or any other person related to, arising from, or in any way connected with use of or access to the products and services, you release Hashtag Digital Marketing Group from any claims, demands, and damages of every kind and nature arising out of or in any way connected with such a dispute.
The foregoing exclusion of liability will not apply to (i) either party’s indemnification obligations, including any amounts payable in connection there- with; (ii) to your confidentiality obligations; and/or (iii) either party’s willful misconduct.
D. Damages Limitations:
To the maximum extent permitted by applicable law, under no circumstances shall Hashtag Digital Marketing Group cumulative, aggregate liability to you or any third party exceed the amounts received by Hashtag Digital Marketing Group from you during the 12-month period immediately prior to the incident giving rise to such liability. In lieu of refund, Hashtag Digital Marketing Group shall be allowed, in its sole discretion, to provide the client a “rectify” marketing services, provided a such “rectifiable” marketing services are provided within a reasonable period of time after the liability has accrued.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to the client. To the extent Hashtag Digital Marketing Group may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Hashtag Digital Marketing Group liability will be the minimum permitted under such law.
Each party acknowledges that the other party has entered into the executed sales agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
A. Governing Law:
Any claim relating to Hashtag Digital Marketing Group Terms Of Services shall be governed by the laws of the State of Florida (Miami Dade County) without regard to its conflict of law provisions.
B. Entire Agreement:
These terms and Agreement set forth the entire agreement of the parties and supersedes all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. With respect to changes to Agreement then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Agreement or the amounts being paid under the Agreement.
Any written notices to Hashtag Digital Marketing Group required under the Agreement shall be provided by registered mail with proof of delivery to Hashtag Digital Marketing Group directed to their headquarter offices address (as shown on https://hashtagdigitalmarketing.com) Attn: Juan C Olivares and by email to email@example.com. Notices shall be deemed delivered 72 hours after posted in the mail. Any written notices to the client shall be sent to the email provided on the Agreement.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to remain in full force without being impaired or invalidated in any way.
The client may not assign this Agreement without the prior written consent of Hashtag Digital Marketing Group. Hashtag Digital Marketing Group may assign this Agreement by providing written notice to you. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors, and joint administrators and permitted assigns.
F. Third-Party Services:
Some of the Marketing Services may incorporate third-party products and services and Hashtag Digital Marketing Group may incorporate such services and or products without your consent, provided that such incorporation is deemed imperative to Hashtag Digital Marketing performance to you under the referenced Agreement.
G. Liability Defined:
Hashtag Digital Marketing Group shall have no financial obligation to you under these terms nor under your Agreement beyond the total sum paid by you for said services.
14. WEBSITE MANAGEMENT – MAINTANANCE – HOSTING – MARKETING:
A. MANAGEMENT & MAINTANANCE:
All web design packages include minor web page update to standard and e-commerce web pages over a 30-day period from the date the web site was launched online. This free 30-day update includes updating and/or correcting links and/or making minor text changes to a sentence or paragraph ONLY. It does not include removing nearly all the text from a page and replacing it with new text. If the Client or Clients agent other than Hashtag Digital Marketing Group attempts to update the Client’s web pages or web site on their own, outside of Hashtag Digital Marketing Group, time to repair any and all damage to web pages will be assessed at the Standard Hourly Rate or at Web Site Management and Maintenance Hourly Rate, and is not included as part of any web site design packages.
B. WEB HOSTING:
The Client understands that web hosting account creation and services require the details be written on this agreement for such service whether said service is acquired through Hashtag Digital Marketing Group web hosting services or with a reputable web hosting service provider. If the Client agrees to select Hashtag Digital Marketing Group web hosting services or any outside web hosting provider, client has agreed to provide and allow Hashtag Digital Marketing Group full access to the website and cgi-bin directory of said web hosting account via File Transfer Protocol (FTP) software program and/or via telnet whenever necessary without any delay or interference from third parties. The Client further understands that if a web hosting service outside of Hashtag Digital Marketing Group is necessary, and the outside web hosting standards and services do not work, providing a substitute web hosting solution to Client whether it is provided by an outside web hosting service provider or by Hashtag Digital Marketing Group web hosting, may incur additional charges.
By signing this Agreement, the Client acknowledges that upon release of the web hosting FTP Information, the Client is solely responsible for control of their website. If you would like to request Hashtag Digital Marketing Group to perform work on your website once control has been relinquished by Hashtag Digital Marketing Group, the Client agrees to inform us that the website has been changed by Client or its agent on a regular or as-needed basis, so Hashtag Digital Marketing Group can update its local copies of web pages and files prior to conducting any changes to web pages. If for any reason there is any miscommunication, Client agrees to pay all fees or charges to Hashtag Digital Marketing Group to restore the affected web page content to its original form. Client is to be aware that once Hashtag Digital Marketing Group has made the requested website update, the Client should download all web site files from the server to their local computer for their use and reference as well as a subsequent back-up copy.
Note: If client defaults on monthly hosting fee 2 months consecutively, the website will be taken down live from the internet until outstanding hosting balance is paid and current. Furthermore, client is eligible to request a full copy of their website backup, transfer website hosting provider and domain transfer at any time by paying Hashtag Digital Marketing a “one time” $350.00 hosting transfer fee for the work and process. For the client to be approved and receive a full backup copy of their website, hosting transfer and domain transfer, the client must have fulfilled the full agreement website and marketing terms on their agreement as specified.
Additionally, if at any moment during the term of this agreement the client marketing payment is not fulfilled on the due date, the marketing will be paused until the marketing “recurring” payment is fulfilled as per the agreement.
C. ASSIGNMENT OF PROJECT:
Assignment of Project. Hashtag Digital Marketing Group reserves the right to assign employees, staff, subcontractors, and/or third-party vendors to this project to insure on-time completion.
D. COPYRIGHTS & TRADEMARKS:
The Client represents to Hashtag Digital Marketing Group and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Hashtag Digital Marketing Group for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Hashtag Digital Marketing Group and its, owners, employees, directors, subcontractors, affiliates or associates from any claim or suit arising from the use of such elements furnished by the Client.
F. COPYRIGHT TO WEB PAGES:
Copyright to the finished assembled web pages produced and designed by Hashtag Digital Marketing Group, until fully paid, is owned by Hashtag Digital Marketing Group. Upon receipt of final payment of this contract, the Client is then assigned full exclusivity and ownership for the use of the finished website. Rights to photos, graphics, source code, workup files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners which includes but not limited to third party vendors or companies i.e. Microsoft, GoDaddy, Linux, iStock Photo, Cart manager or I-Payment, just to name a few. WebsiteCenter.com and its subcontractors, vendors, affiliates, or agents retain the right to display Client graphics and other design elements of the finished web site for inclusion on its portfolio as examples of work.
G. REFUSAL OF SERVICE
Hashtagdigitalmarketing.com (Hashtag Digital Marketing Group) reserves the right to refuse service to any individual, website, or blogs that contain offensive, obscene, hateful, malicious content or any other reason.
Please contact us with any questions regarding the hashtagdigitalmarketing.com (Hashtag Digital Marketing Group) terms of service by email at firstname.lastname@example.org.
15. PRODUCT SPECEFIC TERMS:
Due to the unique features and deliverables of some products, additional terms are set forth as outlined below.
Google Ads, Facebook Ads, Google Calls Advisor, Local Service Ads, and All Other Paid Search Products: Unless otherwise noted, the Client is responsible for all third-party advertising charges, including, but not limited to ad budget charges from: Google, Facebook, Bing, etc. Should the Client attempt to dispute any of these charges through their bank or fail to provide Hashtag Digital Marketing Group with payment for the advertising budget as agreed, the Client hereby agrees to indemnify Hashtag Digital Marketing Group from all liability associated with any collection effort, business page suspension, or restricted advertising account access. The Client agrees that any past due or outstanding balance associated with such advertising budget is due by them, and only them, to the third-party advertising platform.