970-901-5216 [email protected]

InSync Media Marketing Contract

Effective upon the date Services begin, (“Effective Date”), InSync Media LLC, a Colorado limited liability company (“us”, “we”, “our” “InSync Media” or “InSync” or “Company”) and the Client (“you” “your”, “Client”), agree (this “Agreement” or “Contract”) as follows:

InSync Media and the Client desire to establish a marketing agreement whereby InSync Media, LLC will promote the Client’s products or services through various marketing channels and/or provide tools and services to the Client.

The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitutes the entire agreement between the Company and the Client relating to these Services.

1. COMPANY’S OBLIGATIONS AND WARRANTIES.

InSync Media warrants that:

  1. All work under this Agreement shall be InSync Media’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other rights of any person or entity;
  2. InSync Media has the full right to provide the Client with the assignments and rights provided for herein;
  3. InSync Media shall comply with all applicable laws in the course of performing the Services;
  4. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties; and
  5. InSync Media will use and implement reasonable tracking mechanisms in order to permit the Client to accurately track users linking from their marketing campaigns to the Client’s site.
  6. InSync Media agrees to assign, and hereby assigns, to Client, all right, title and interest throughout the world (including all intellectual property rights) in and to any Deliverables (as defined in the Internet Marketing Terms of Service), and other intellectual property, whether or not patentable, copyrightable or otherwise legally protectable, developed by InSync Media, whether alone or jointly with others, under this Agreement or related to the Services. InSync Media hereby acknowledges that such assignment is provided for adequate consideration as part of the fees paid to InSync Media by Client.

2. CLIENT’S OBLIGATIONS AND INDEMNITIES.

  1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones.
  2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms, and graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required by the Company.
  3. The Client shall be obliged to inform the Company immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
  4. In the event that the Client fails to undertake those acts or provide those materials required within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
  5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs, and expenses incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties.
  6. The Company requires that prior notice is given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Company.
  7. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.

3. LIABILITY.

Except to the extent caused by the gross negligence or willful misconduct of the Company, the Company shall have no liability to the Client for any loss of damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

Notwithstanding the foregoing, InSync Media shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

  1. Fraudulent clicks by a third party on any of the Client’s accounts managed by the Company.
  2. Downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.
  3. Any changes made without notice by the Client or a third party employed by the Client to domain names, websites, links, technical setup etc. and affecting the Services delivered by the Company.
  4. Services relating to search engine optimization, link building, advertisements, banners or sponsorships leading to a minimum number of views, position or frequency in searches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
  5. URLs dropped or excluded by a search engine for any reason.
  6. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

To the extent such liability is not excluded by this clause, the Company’s total liability will not in any event exceed the total sum invoiced for the Services for the total of the past six months from notice of the claim.

4. TERM AND TERMINATION.

The term of this Agreement shall be governed by the specifics in the Order/Quotation.
If the Work Order / Quotation does not specify a Term, the following shall apply: After the Initial Term, subsequent terms of the same length shall renew automatically unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the current Term by giving the other party at least 30 days’ written notice to expire at the end of that contract term.

    1. Termination for Cause. If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
    2. Termination for Convenience. InSync Media or the Client may terminate this Agreement for any reason at any time after the initial Term without further obligation of either Party except for any outstanding payment obligations hereunder.
    3. Effect of Termination. Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, InSync Media agrees to (i) cease all promotions of the Client’s services; (ii) cease all use of the Client’s technology and Marks; (iii) cease making the Client’s services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in InSync Media’s possession or control; and (iv) turn over control of any accounts created by Company on behalf of Client. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their products/services available directly to users subscribing to the product/service prior to termination, without any liability or obligation to the other Party.

5. PRICES AND PAYMENTS.

Services and Products provided by InSync Media to the client are billable on a monthly rate or one-time cost. Prices shall be governed by Orders, Estimates on either Hourly Rate, Retainer or Project Rate, or a Set Monthly Price.

  1. The Client shall pay each invoice submitted by the Company within 14 business days of the date of the invoice, or by automatic credit card payment on file with InSync Media.
  2. While every effort is made to ensure that cost estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission been made. Notwithstanding the foregoing, Company shall provide Client with 30-days’ notice of changes in marketing service fees quoted in Orders.
  3. The Client acknowledges that certain Services may involve the licensing of third-party systems and that the Client may be required to enter into a license directly with such third party, and is responsible for the fees associated therein.
  4. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
  5. Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
  6. In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order.
  7. If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritize such projects ahead of pre-planned work.
  8. By paying for the work rendered by the Company, the Client accepts the work done.
  9. All fees are non-refundable.
  10. A 2% late fee per month may be applied to overdue invoices at the Company’s sole discretion.

6. WHITE LABEL.

‘White Label Work’ means Services provided by the Company to a Client who rebrands these services as their own for the benefit of their client.

  1. For any White Label Work, the Client understands and agrees that the Company has no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work.
  2. In respect of all White Label Work the Client shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the contract between the Client and their client for the White Label Work.
  3. The Client shall be responsible for the payments for the full term of all white label work. If your client cancels their services, you shall still be responsible for the full payment to InSync Media for the duration of the term. However, you may choose to reallocate the budget for the remaining months of the term to one of your own internal, affiliate, or clients websites. All SEO contracts start with a 6 month contract. If your client cancels in the middle of the term, you have a 30 day grace period of a deferred payment to InSync Media in order to give you time to sell the services to a new client.

White Label Responsibilities of the Company

  • Provide SEO/internet marketing services as described in the Scope of Services/Work Order for a specific project and in accordance with the terms of the Internet Marketing Contract.
  • Provide an on-page SEO audit with the recommended fixes for your client’s website(s).
  • Monthly reporting to you; white labeled for your client.
  • Provide you with white label sales and marketing material.
  • Free SEMRush audit within 48 hours of request.
  • Provide paid Gold Audit and custom quote with content suggestions within 4 days of request.
  • Interface directly with clients as your SEO team as necessary for client education and retention.
  • Be available on a bi-monthly basis for project meetings with you.
  • Provide ongoing support via Slack or your preferred project management system.
  • Provide a white label onboarding process for your clients.
  • Provide SEO services to your company and your affiliates at the current discount level based on total monthly spend.
  • NDA/anonymity with your clients.

White Label Responsibilities of the Client

  • Sell SEO Programs and evaluate clients based on InSync Media’s criteria for the appropriate program;
  • Provide client-facing project management;
  • Client retention for the full term of the contract;
  • Onboard clients via InSync’s onboarding process;
  • On-page SEO fixes to the requirements of InSync Media.

7. CONFIDENTIALITY.

  1. Protection of Information. The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, InSync Media’s, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement. InSync Media shall not disclose, use, or transfer the Client’s customer personal or contact information to a third party without written consent of the Client.
  2. Injunctive Relief. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to be seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
  3. Survival. This Section will survive the termination or expiration of this Agreement.

8. MISCELLANEOUS.

  1. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via email, U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
  2. Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
  3. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
  4. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
  5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Colorado, Montrose County.
  6. Non-Exclusive Arrangement. The Parties understand that this Agreement is not an exclusive arrangement between the Parties. The Parties agree that they are free to enter into similar transactions as set forth in this Agreement with other entities and that the Parties may directly or indirectly solicit customer referrals via other channels under terms that may differ from the terms and conditions set forth herein.
  7. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect.

9. ARBITRATION.

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

10. CLASS ACTION WAIVER.

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and InSync Media, LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

11. LIABILITY DISCLAIMER.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE INSYNC MEDIA, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
INSYNC MEDIA, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE INSYNC MEDIA, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE INSYNC MEDIA, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR SERVICES, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE INSYNC MEDIA, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE OR SERVICES.

12. ADDITIONAL TERMS OF SERVICE.

Some of our services have additional terms of service found on our website. The most current versions of all our documents may be found on our website.https://terms.insync.media

Questions may be directed to InSync Media LLC. 118A N Cascade Ave. Montrose CO 81401 or [email protected].

  1. Website Hosting and Security Terms and Conditions: https://terms.insync.media/hosting
  2. Internet Marketing Terms and Conditions: https://terms.insync.media/internet-marketing
  3. Online Privacy Policy: https://insync.media/privacy-policy/
  4. Website Terms of Service: https://insync.media/terms-conditions/

13. UPDATES.

We may update these terms of service from time to time. In the event of any material change, we will provide you with a written notice via electronic communications and post these changes on our website (https://terms.insync.media) within 7 business days. If you do not agree to the terms of any modification, you may terminate the Agreement in accordance with the Termination section.