This service agreement is entered into by (Client) hereby engaging Practice Promotions (Service Provider) to render certain marketing services (the “Description of Services”) in connection with Client’s business producing and mailing printed marketing materials.
THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF SERVICES FROM PRACTICE PROMOTIONS LLC. BY ACCEPTING THIS AGREEMENT, BY REPLYING WITH “Yes, I Agree” TO AN ELECTRONIC LETTER OF AGREEMENT (ELOA) FORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CLIENT" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
1. Description of Services
Marketing Materials to be produced:
Service Provider shall develop on a non-exclusive basis, the aforementioned materials for Client’s practice that will include customized Client content from information and materials to be provided to Service Provider from Client. If client chooses printing and mailing services with Service Provider then using a third party fulfillment provider, Service Provider shall further print, mail and ship the Client’s marketing materials to the clients identified on the mailing list provided by Client.
This agreement begins on the purchase date and will guarantee set pricing as aforementioned in the Electronic Letter of Agreement (ELOA) for the duration of the term(s). Client may terminate this Agreement prior to term(s) renewal, upon at least 30 days prior written notice to Service Provider. Notwithstanding Client’s notice of termination, Client shall be responsible for payment for any marketing materials already being produced by Service Provider.
Client acknowledges that it shall be responsible for providing the following items to Service Provider each issue:
Upon execution of this Agreement Client agrees to pay the fees. Client agrees that its renewal fee shall be paid by automatic charge from its credit card or electronic checking on the recurring anniversary date from first payment. Client further agrees and hereby authorizes Service Provider to charge its credit card ("Card Payment"), or any replacement card for payment of all fees due or any other amounts payable under this Agreement. Client agrees and confirms that the billing information obtained is current, complete and accurate and further agrees to promptly update any changes (such as a change in billing address, credit card number or credit card expiration date). If Client fails to provide Service Provider with any of the foregoing information, Client agrees that Service Provider will continue charging it the renewal fees per the term. Client agrees that it has 3 business days from the renewal due date to pay. Client agrees that if any payment is late or declined, Service Provider will have the option to charge an additional $75.00 service fee ("Late Fee") every 2 weeks until payment is satisfied.
Service Provider shall maintain in confidence or otherwise not disclose to any person, excepting any persons or third parties required to perform the Services hereunder, all confidential information provided by the Client for Service Providers performance of the Services hereunder, which includes for purposes of this Agreement any Mailing List provided by Client. Service Provider will use best efforts to ensure that any third party fulfillment providers required for the performance of the Services hereunder comply with the foregoing confidentiality restrictions and obligations. The use of the Mailing List shall be limited solely and exclusively to the agreed upon mailing of the marketing materials for the client.
All concepts, ideas, graphics, documents, data or other materials, which are prepared and/or developed by Service Provider in connection with the Services under this Agreement, are the sole property of Service Provider to be used solely for the purposes of developing Client’s marketing materials. All artwork is copyrighted and cannot be used for purposes other than the marketing of the Client’s business. Client may not sell, ideas, concepts, artwork, graphics, documents, data or copy. It is illegal to duplicate or reproduce copyrighted artwork without prior written permits. Client retains rights to artwork, logos, graphics or information owned by client. Client waives the right to challenge the validity of Service Provider’s ownership of the foregoing subject to this Agreement because of any change or evolution of the laws.
Service Provider warrants and represents that the Services and any products or materials provided hereunder do not infringe upon any third party’s copyright, trademark, patent right or other intellectual property right.
Both parties agree to indemnify, save and hold harmless each other from any and all damages, liabilities, costs, losses or expenses, including attorney’s fees, arising out of any claim, demand or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement, including but not limited to, claims arising out of the Mailing List provided to third party provider by Client for the Services provided hereunder.
SERVICE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. To the maximum extent permitted by law, neither Service Provider nor any of its members, subsidiaries or employees shall be liable for any direct, indirect, incidental, special, punitive or consequential damages arising out of any breach of this Agreement or out of any actions, suits, claims or demands that arise with respect to the Services provided hereunder, including but not limited to any claims arising out of the Mailing List provided to Service Provider by Client for the Services provided hereunder. Without in any way limiting the foregoing, if for any reason, by operation of law or otherwise, any portion of the foregoing limitation of liability shall be voided, then in such event Service Provider’s maximum, sole, and exclusive liability shall be limited to general money damages in an amount not to exceed the total monthly amount actually paid to Service Provider for the last monthly marketing materials produced and mailed for the Client.
Service Provider and Client intend that an independent contractor relationship be created by this Agreement, and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture, or other business group or concerted action.
Client acknowledges it must hereafter make all notices to Service Provider in writing to PRACTICE PROMOTIONS, LLC at 7305 Hancock Village Dr., Suite 117, Chesterfield, VA 23832. Client agrees the postmark date will be deemed to be the date of any notice given.
This Agreement may not be amended, and its terms may not be waived, except by written document signed by the Parties.
This Agreement and attachments hereto constitute the entire Agreement of the parties with respect to the subject matter hereto and supersedes all prior agreements entered into between Service Provider and Client.
Neither Party shall be responsible for delays or failure in performance resulting from acts beyond the reasonable control of such party. Such acts shall include but not limited to acts of God, war, riot, actual or threatened acts of terrorism, labor stoppages, governmental actions, fires, floods, utility failures and earthquakes.
This Agreement shall be governed by the laws of the State of Virginia, without regard to its conflicts of law rules.
IN WITNESS THEREOF this Agreement has been executed by the client, and shall take effect immediately.
PRACTICE PROMOTIONS, LLC