Terms of Service

The client/customer entering into agreement with Exclusive Marketing Consulting is to be referred to in this agreement as Client.

Non-Disclosure

Exclusive Marketing Consulting will use proprietary methods in their business model, marketing efforts, etc. Client agrees not to share or relay to any public, private, or non-Exclusive Marketing Consulting approved sources any details of Exclusive Marketing Consulting, Exclusive Marketing Consulting’s practices, business model, employees, or personal data. Client, including all employees at Client’s office, may not share any forms, contracts, do


General Terms & Conditions


cuments, contacts, or anything else provided by Exclusive Marketing Consulting to Client, unless authorized in writing by Exclusive Marketing Consulting.

Copyrights & Trademarks

The Client represents to Exclusive Marketing Consulting & unconditionally guarantees that any elements of text, graphics, photos, designs, video, trademarks, or other artwork furnished to Exclusive Marketing Consulting 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, & will hold harmless, protect, & defend Exclusive Marketing Consulting & its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

Indemnification

Client agrees that it shall defend, indemnify, save & hold Exclusive Marketing Consulting harmless from any & all demands, liabilities, losses, costs & claims, including attorney’s fees associated with Exclusive Marketing Consulting’s development of any services. This includes liabilities asserted against Exclusive Marketing Consulting, its subcontractors, its agents, its clients, servants, officers & employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. Client also agrees to defend, indemnify & hold harmless Exclusive Marketing Consulting against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, & delivering any defective product or misinformation which is detrimental to another person, organization, or business.

Rights Upon Termination of Agreement

Exclusive Marketing Consulting shall transfer, assign & make available to Client all property & materials in Exclusive Marketing Consulting’s possession or subject to Exclusive Marketing Consulting’s control that are the property of Client, subject to payment in full of amounts due pursuant to this agreement.

Litigation

Any disputes arising from this contract will be litigated or arbitrated within the province of Ontario. This agreement shall be governed and construed in accordance with the laws of which this contract was signed and entered into.

Payment of Services

In the event client chooses to engage with Exclusive Marketing Consulting, Client agrees to contract with Exclusive Marketing Consulting on a monthly basis with month to month thereafter (unless otherwise noted above). Client must then notify Exclusive Marketing Consulting 45 days prior via email or certified mail with any intent to cancel services. Client is responsible for payment regardless of payment type accepted and agrees to provide a check if processing a credit card is unavailable.

Termination of Services

Upon termination of services between Exclusive Marketing Consulting & Client, Exclusive Marketing Consulting agrees to provide details for client specific data at Exclusive Marketing Consulting’s discretion. Exclusive Marketing Consulting will have final say as to which data is provided to Client. Such discretion shall be reasonably exercised. Client agrees to NOT withhold payment as leverage to acquire any data from Exclusive Marketing Consulting or try and “solve” or “remedy” any situation that may occur. Exclusive Marketing Consulting reserves the right to terminate this agreement at it’s sole discretion if Client violates, or attempts to willfully violate, any part of this agreement.

Guarantees

Exclusive Marketing Consulting makes no guarantees nor cannot make any guarantees in regards to ad placement or return on investment for any services they provide. Furthermore, unless in writing, no guarantees are made on completion dates of web development work including websites.

Promise to Pay

You promise to pay to us the website and marketing costs in U.S. Dollars, pursuant to the payment schedule shown above. You also promise to pay all other amounts that may become due under the terms of this Contract.

Collection Costs

To the extent permitted by applicable law, Client agrees to pay attorneys’ fees (if we refer this agreement for collection to an attorney who is not one of our salaried employees or the salaried employee of anyone to whom we transfer this Contract), collection costs, and actual court costs.

No Oral Modification

Oral agreements or commitments to modify any of this agreement are not enforceable. To protect you (Client) and us (Exclusive Marketing Consulting) from misunderstandings or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify.


Website Terms & Conditions

If Client engages in Website Building Services with Exclusive Marketing Consulting, Client agrees to the following:

Authorization

The above-named Client is engaging with Exclusive Marketing Consulting, as a contracted agent & consultant for the specific purpose of developing &/or implementing a website. The Client agrees to provide Exclusive Marketing Consulting with usernames & passwords needed to configure all services within the first 30 days.

Website Hosting

By default, the finished site will be uploaded to Exclusive Marketing Consulting’s hosting server & will be maintained there. Exclusive Marketing Consulting’s servers cannot guarantee uptime. However, downtime is unusual & unlikely. If the Client wishes to host this site on another server, this must be communicated in writing prior to the initiation of work. A monthly website maintenance & hosting fee will be charged while the website is being hosted by Exclusive Marketing Consulting unless otherwise noted.

Ownership to Web Pages & Graphics

The Client will retain ownership of the website after all moneys owed to Exclusive Marketing Consulting are paid in full. Exclusive Marketing Consulting & its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.

Client Amends/Changes

If significant page modification is requested after a page has been built to the Client’s specification, we must count it as additional work, & may charge the Client accordingly.

Third Party or Client Page Modification

Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, Exclusive Marketing Consulting is not responsible for any damage created by the Client or agent of the Client.

Work Schedule & Completion Date

Clients are to provide Exclusive Marketing Consulting with all the data needed to complete web site, including text, company logo, & photos within the first 30 days of this agreement (unless otherwise noted). Exclusive Marketing Consulting will provide a design mockup, & the Client will be asked to confirm acceptance. Exclusive Marketing Consulting will code the mock up into a dev site. Upon completion of the dev site, the Client has 10 business days to approve or request changes (unless otherwise noted), otherwise, the site will then be uploaded to a public hosting server, & the Client will be invoiced. In monthly website packages, Client is billed from month one on. Unless provided in writing, Exclusive Marketing Consulting makes no claims to a guaranteed completion time of any web dev work including a website. In initiating this project, Client agrees to pay for the entire website in the event the Client terminates the project at any stage without approval from Exclusive Marketing Consulting. If Client terminates the website project, client has 30 days to pay the remaining balance in full.

Maintenance Grace Period

This agreement includes no ongoing web page maintenance. If Client finds that edits which were previously discussed, documented, & agreed upon were not made, Client agrees to notify Exclusive Marketing Consulting within six months of the site completion, & Exclusive Marketing Consulting agrees to make these edits. After which point, Exclusive Marketing Consulting will do it’s best to accommodate these edits, however, is not obligated to. In monthly website packages, Exclusive Marketing Consulting will assist with small copy and graphical edits, however reserves the right to charge for larger changes. These charges will be discussed and agreed upon beforehand.

Page Copy

Client understands that IF Exclusive Marketing Consulting helps write any copy on behalf of the Client, the Client is ultimately responsible for it. Exclusive Marketing Consulting makes no claims to know or understand any industry governance (board (legal or medical), compliance department, local state laws), and will rely on the input from the Client directly. All site copy is ultimately the responsibility of the Client. In the event the Client is unsatisfied with Exclusive Marketing Consulting’s revisions of the copy, the Client agrees to complete the copy through another source of their choosing, or internally, to be paid for by the Client separate from this agreement. Exclusive Marketing Consulting reserves the right to remove themselves from the creation of the copy in any situation where the Client requests numerous & (as determined by Exclusive Marketing Consulting) excessive revisions.


Internet Marketing Services Terms & Conditions

If Client engages in Internet/Reputation Marketing Services with Exclusive Marketing Consulting, Client agrees to the following:

1. Unless otherwise mentioned above, all marketing minimum terms are for a minimum of 12 months.

2. Client will not hold Exclusive Marketing Consulting responsible for any changes, decisions, or effects by any search engines’ decisions in rankings, inclusion, and/or algorithms that may affect the placement of any web property caused or not by search engine optimization services.

3. Pay Per Click may include placement on Google, & on other search engines. The length of time the ad will be placed & frequency of placement is not guaranteed & cannot necessarily be controlled by Exclusive Marketing Consulting.

4. The Client understands & agrees that while Exclusive Marketing Consulting will do their best to run a highly effective Pay Per Click campaign, they cannot control all aspect of ranking or placement on any Search Engine Results Page (SERP).

5. Client agrees to allow Exclusive Marketing Consulting to use best judgment in how & where to spend any Pay Per Click budget.

6. Client understands that Exclusive Marketing Consulting makes NO guarantees to any web property or ad placement nor any return on investment by any marketing efforts.

7. Client understands that the Pay Per Click campaign, SEO campaign, and/or Internet Marketing campaign start date may be delayed, at Exclusive Marketing Consulting’s discretion, due to necessary development work and agrees to make the total number of payments as outlined above in the minimum agreement term.

8. Client understands that Exclusive Marketing Consulting cannot force the end client/patient to write/leave reviews online. As such, Exclusive Marketing Consulting makes no guarantees as to the number of reviews or the placement of them. Additionally, Exclusive Marketing Consulting cannot guarantee the length of time they reside on each site or the placement of them. The Client agrees to support Exclusive Marketing Consulting in engaging the Client’s staff/employees as this is a joint initiative. The Client agrees to follow the reasonable direction of Exclusive Marketing Consulting in regards to engaging the end client/patient.

9. In the event that Exclusive Marketing Consulting deems it necessary to change their scope of work to comply with the search engine’s ToS, or any 3rd party site’s ToS, Client agrees to retain Exclusive Marketing Consulting through the remainder of the agreement. Exclusive Marketing Consulting will always make reasonable changes in what they determine as a best practice and best outcome for the client.