Terms of Service

DIGITAL MARKETING TERMS OF SERVICETHIS DIGITAL MARKETING TERMS OF SERVICE (“Agreement”) is made and entered into effective as of the Effective Date, as defined hereinafter, by and between DIPPIDI, LLC, a Florida limited liability company (“Dippidi”) and the Client.RECITALSWHEREAS, Dippidi is a digital marketing company;WHEREAS, Client desires to engage Dippidi to provide digital marketing services; and,WHEREAS, Client and Dippidi intend this Agreement to govern each of their rights and obligations with respect to such engagement.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties agree as follows:AGREEMENT Recitals. The above-stated recitals are accurate, correct, and true and fully incorporated into the body of this Agreement as if fully restated here.Effective Date. The effective date of this Agreement shall be the date upon which Dippidi receives from Client all of the following: (i) a created subscription via Stripe with payment of the Launch Fee, and the first monthly Services Fee (“Effective Date”).Term of Agreement.  This Agreement’s Initial Term shall be THIRTY (30) days, commencing on the Effective Date (“Initial Term”). After the expiration of the Initial Term, this Agreement shall be on a month to month basis, subject to Dippidi’s termination policy, as further described hereinafter.Termination Policy.  Either party hereto may terminate this Agreement by delivering a written notice of such termination. The termination will be effective 90 days from the receipt of notice.Services Provided.  Dippidi shall provide Client the services described on the Stripe subscription the guests signs up for, incorporated herein by reference (“Services”). Dippidi may provide additional services to Client outside the scope of the Services (“Additional Services”). Such Additional Services shall be separately quoted and contracted between the parties hereto.Client Fees.  In exchange for the Services, Client shall be responsible for paying to Dippidi the fees as further described on Stripe subscription Client selected and incorporated herein by reference (“Fees”). Client agrees to enter into an Authorization for Automatic Payment Agreement with Dippidi (“AAPA”) for the payment of all Fees and other monetary obligations of Client to Dippidi. All Fees and all other monetary obligations of Client to Dippidi are due upon receipt of invoice or upon the triggering event described in this Agreement and must be paid via credit card or debit card pursuant to the AAPA. If any Fees remain uncollected by Dippidi five (5) days after receipt of invoice by Client, then Dippidi may immediately cancel this Agreement and cease providing the Services. If any Fees remain uncollected by Dippidi fifteen (15) days after receipt of invoice by Client, then Dippidi shall have the right to refer the Client’s account to collections and pursue all remedies available in law or equity. Notwithstanding anything to the contrary contained herein, Dippidi reserves the right to require Client to pay Fees in advance of providing Services.Duties and Obligations.Dippidi Duties and Obligations.Dippidi shall provide the Services in a competent and professional manner. Dippidi will work diligently to achieve the Client's advertising goals, but it does not guarantee specific results or outcomes from the advertising campaigns.Client Duties and Obligations.Client shall cooperate with Dippidi fully and timely to enable Dippidi to perform its duties and obligations under this Agreement.Client shall not delegate or assign any of Dippidi’s duties or obligations under this Agreement to any other person, entity or subcontractor because Client has retained Dippidi’s services because of Dippidi’s unique skill set.Client shall provide Dippidi relevant information related to the Client and the Client Business reasonably requested by Dippidi to carry out the Services.Client is responsible for ensuring that all content, including but not limited to images, text, and other materials provided to Dippidi complies with applicable laws and regulations.Client shall approve or reject within five (5) days any draft versions of material prepared by Dippidi for use in providing the Services with failure to provide such approval or rejection being deemed an acceptance as to the form and content of such materials provided by Dippidi.Client acknowledges that the actual results and performance of advertising campaigns may vary and are dependent on various factors, including but not limited to market conditions, competition, and campaign parametersClient agrees to provide a budget for digital advertising campaigns. The Agency will use reasonable efforts to optimize the allocation of the budget to maximize the effectiveness of the campaigns.Representations and Warranties.Dippidi Representations and Warranties. Dippidi represents it possesses the training, skills and expertise necessary to perform the Services in a competent and professional manner.Dippidi represents it will provide the Services in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent service providers performing comparable services in the same or similar locality. Dippidi warrants that it shall not knowingly provide Services that violate or infringe upon any third party’s intellectual property rights. If Dippidi becomes aware of any such possible infringement in the course of performing the Services under this Agreement, Dippidi shall immediately notify Client in writing.Dippidi represents it has the power and authority to enter into this Agreement and that it is not a party to any restrictions, agreements or understandings whatsoever which would prevent or make unlawful Dippidi’s acceptance of the terms set forth in this Agreement or Dippidi’s performance hereunder. Dippidi further represents that its acceptance of the terms of this Agreement and the performance of its obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract, agreement or understanding, oral or written, to which Dippidi is a party or by which such party is bound.Except and expressly contained herein, Dippidi does not may any express or implied representations or warranties to Client whatsoever, including, without limitation, warranties of merchantability, quality, performance, fitness for a particular purpose, and effort to achieve purpose, with regard to any services provided or any goods delivered, including, without limitation, processes, procedures, or other proprietary propertyClient Representations and Warranties.Client owns all interest, right, and title in, or otherwise has full right and authority to permit the use of the information presented to Dippidi as Client’s information or Client’s Confidential Information.Client represents it has the power and authority to enter into this Agreement and that it is not a party to any restrictions, agreements or understandings whatsoever which would prevent or make unlawful Client’s acceptance of the terms set forth in this Agreement or Client’s performance hereunder. Client further represents that its acceptance of the terms of this Agreement and the performance of its obligations hereunder do not and will not (with the passage of time) conflict with or constitute a breach or default of any contract, agreement or understanding, oral or written, to which Client is a party or by which such party is bound.Intellectual Property Rights.Client Rights. The Client shall retain ownership of all existing intellectual property rights with regard to all existing trademarks, copyrights, and content created solely by the Client.Confidential Information. “Confidential Information” means all information of each party  including, but not limited to, information relating to such party’s research and development activities, source code and object code for software products, computer hardware, computer systems, product designs, prototypes, technical specifications, business and marketing plans, pricing and costing policies, contracts, projections, customer and supplier lists, any data relating to past, present and prospective customers or clients, and any and all other materials and information relating to or dealing with the business operations or activities of such party, regardless of whether such information was or is transmitted orally, in writing, electronically or in whatever other form, or whether such information was or is tangible or intangible or obtained from observation. Confidential Information shall further include any supplemental information one party has provided to the other, as well as information that has been or is expressly designated by a party as “Confidential Information.” If the information disclosed was or is oral, then it shall be presumed to be Confidential Information. In addition, each party acknowledges that by the very nature of the Services and this Agreement each may become aware of Confidential Information of the other. The parties further acknowledge and agree the existence of this Agreement, the details, reasons, and underlying facts surrounding this Agreement, and the terms and conditions of this Agreement shall be and remain confidential. Neither the parties nor their agents and representatives shall disclose or discuss, either directly or indirectly, the contents, terms, nor conditions of the Agreement, except as required by law. For the purposes of this provision, the existence of this Agreement and the terms and conditions thereof shall be treated as “Confidential Information.”Each party agrees to receive and maintain all Confidential Information in strictest confidence using, at a minimum, reasonable care and, except as provided herein, shall not use Confidential Information for its own benefit or disclose it to third parties without the prior written consent of the other party.The obligations of the parties under this paragraph shall survive the expiration or termination of this Agreement and shall be binding on the parties, their successors and assigns.Notwithstanding the foregoing, neither party shall have any obligations under this Agreement with respect to information which (i) is publicly available at the time of disclosure; (ii) is disclosed to the receiving party by a third party, unless the receiving party is aware that the third party is subject to an obligation of confidentiality with respect to such information; (iii) becomes publicly available after disclosure through no act of the receiving party; or (iv) is independently developed by the receiving party without breach of this Agreement. Notwithstanding the foregoing restrictions each party may use and disclose any information (i) to the extent required by an order of any court or other governmental authority, or (ii) as necessary for it or them to protect their interest in this Agreement, but in each case only after the party who’s Confidential Information is to be used or disclosed has been so notified and has had the opportunity to obtain reasonable protection for such information in connection with such disclosure.Remedy for Violation. Each party hereby acknowledges and agrees that monetary damages would not be a sufficient remedy for any breach of this Agreement and, consequently, the non-breaching party shall be entitled to seek any and all legal remedies, including without limitation, injunctive or other equitable relief to prevent a breach or continued breach of this Agreement, and to secure the enforcement of the Agreement, without foregoing any legal relief to which it otherwise may be entitled. Such remedy shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.Costs of Enforcement.  If any party brings an action against any other party under this Agreement, the prevailing party in the action shall be entitled to collect all of its costs of the action, including reasonable attorneys’ fees, from the non-prevailing party.Indemnification. Dippidi shall indemnify, defend and hold Client harmless from and against any liability arising out of or in connection with the negligent or willful acts of Dippidi in the performance of its obligations hereunder. The Client shall indemnify, defend and hold Dippidi harmless from and against any claims, damages, or lawsuits (including reasonable attorneys’ fees) arising out of or in connection with the negligent, intentional or other acts of the Client or its agents, employees, or owners.Relationship of Parties. Dippidi is an independent contractor, not an employee, of Client or any company affiliated with client. Dippidi shall provide the Services under the general direction of Client, but Dippidi shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither party hereto is authorized to act as the agent or bind the other party, except as expressly stated herein. The parties hereto expressly acknowledge and agree this Agreement does not create an exclusive relationship between the parties. Dippidi is not restricted and shall be entitled to offer and provide services similar or identical to the Services to others and solicit other clients that may be in competition with the Client. Client understands that this Agreement constitutes an at-will agreement and that the at-will status may only be modified by a writing signed by Dippidi.Dispute Resolution. If a dispute arises under this Agreement that the parties are unable to resolve through direct negotiations, the parties agree to engage jointly the services of a professional mediator and to participate in good faith in such mediation with both parties sharing in the cost of such mediation in Polk County, Florida.  If either party fails or refuses to participate or pay its share of mediation costs, then such party shall be liable for all costs incurred, including reasonable attorney fees, in relation to such mediation and the other party shall be free to immediately pursue any legal or equitable action as it considers appropriate.  If the dispute is not resolved as a result of such mediation within two (2) days after such mediation is commenced or after an impasse, each party shall be free to pursue any legal or equitable action as it considers appropriate.Governing Law; Jurisdiction. This Agreement shall be governed and construed by the laws of the State of Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of Florida for the purposes of any proceedings arising out of this Agreement.Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions (including any remaining provisions within the same numbered paragraph), unless the absence of such invalid or unenforceable provision materially and adversely affects the right or obligations of either party hereto.Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the intent, interpretation, meaning, or scope of the provisions of this Agreement, nor shall such headings otherwise be given and legal effect.Amendment. This Agreement shall not be modified or amended except by a further written document signed by the parties.Waiver. No provisions hereof may be waived except by an agreement in writing signed by the parties. A waiver of any term or provision hereof shall not be construed as a waiver of any other term or provision hereof.Binding Effect. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, heirs and permitted assigns.Assignment. This Agreement is a personal service contract and may not be assigned by either party without the prior written consent of the other party; provided, however, that Company may assign this Agreement without Consultant’s consent in connection with the sale of all or substantially all of Company’s membership interests or assets. Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled. In the event of any conflict between this Agreement, the terms of this Agreement shall govern.