Terms and Conditions
Definitions
"Improve Your Presence" refers to Improve Your Presence.
"CLIENT" refers to and represents any person(s) contacting, entering into a business relationship with, conducting business with, corresponding with, and/or communicating with Improve Your Presence.
"Terms" or "Agreement" refers to these Terms & Conditions.
Whereas, Improve Your Presence desires to provide any Business Services and Business Support Services through its own methods and efforts for the CLIENT.
Whereas, CLIENT desires to communicate, correspond with, enter business relations with, and/or conduct business with Improve Your Presence.
Limitation of Liability and Professional Disclaimer
Non-limiting to the following, the CLIENT agrees to hold harmless Improve Your Presence for any and all interaction(s), correspondence, affiliation, advice, council, recommendations, representations, misrepresentations, and liquidated damages related to any and all interactions described above and herein.
The CLIENT also acknowledges and agrees to the following:
By contacting us and/or pursuing business interaction(s) with us, you acknowledge and understand we are not licensed attorneys, consultants, CPAs, accountants, or otherwise licensed or certified professionals. We provide support services, not formal advice. Please seek legal advice and/or council from a licensed attorney, proper advice from a licensed/certified CPA, and other advice from properly certified and/or licensed personnel for any and all respective profession(s).
1. Confidential Information and Non-Disclosure
1a. Non-Disclosure
CLIENT and Improve Your Presence may, from time to time and at their sole discretion, disclose to the other certain Confidential Information for the sole purpose of this Agreement. Improve Your Presence and CLIENT mutually agree to hold such Confidential Information in strict confidence and such Confidential Information shall not be disclosed to any other person or entity other than in connection with work for the CLIENT.
1b. Confidential Information Defined
Confidential Information includes, but is not limited to: trade secrets as defined by common law and statute in Texas, proprietary information, information that has or could have commercial value, patent applications, processes, policies, procedures, techniques (including marketing techniques), designs, drawings, know-how, show-how, technical information, business models, business plans, branding strategies, vendors, specifications, market research, customer information, company financials, owner financials, keywords, ad creative and account structuring, and any information that could damage a company's reputation or ability to conduct business if it becomes public.
1c. Exclusions from Confidential Information
Obligations under this Agreement do not extend to information that is:
(i) Information which is (at the time of disclosure) or subsequently becomes generally available to the public through no act of the receiving party.
(ii) Information which is lawfully obtained by operation of law or by the order of a court of competent jurisdiction.
(iii) Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives.
(iv) Disclosed by Receiving Party with Disclosing Party's prior written approval.
(v) Information learned which does not directly or indirectly disclose the application or manner in which Disclosing Party uses such information while conducting business.
1d. Obligations of Receiving Party
The Receiving Party shall:
Hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Carefully restrict access to Confidential Information to employees, contractors, subcontractors, and third parties as is reasonably required, and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement.
Not, without prior written approval of Disclosing Party, use for the Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
Destroy or return to Disclosing Party any and all records, notes, and other written, printed, digital, virtual, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests in writing. Such information may also be properly destroyed by the Receiving Party if requested in writing by the Disclosing Party or if returning such information is impractical, or not a viable option.
2. Work Product Ownership
All intellectual property, designs, accounts, memberships, digital and virtual resources, digital codes, digital files, campaigns, keywords, merchandise, documents, materials, products, ad creative(s), services, domains, and web pages obtained by Improve Your Presence on behalf of CLIENT or conceived or created by Improve Your Presence in the performance of the services pursuant to interaction between or on behalf of CLIENT, shall be the sole and exclusive property of Improve Your Presence.
Improve Your Presence will own, hold, and possess such as real property, unless ownership each of such is transferred to CLIENT through writing, or where intellectual property is created or purchased through use of CLIENT accounts and payment methods while Improve Your Presence is acting as or on behalf of CLIENT directly. Improve Your Presence has permission to use all such property as needed for its own purposes indefinitely.
3. Disclaimer of Warranties
CLIENT warrants that it has the legal rights to use all materials, information, logos, trademarks, etc. provided to Improve Your Presence by CLIENT throughout the duration of this agreement.
Improve Your Presence cannot represent, warrant, or guarantee that services provided herein will increase, lead to, or create any additional revenue, sales, referrals, profits, exposure, brand recognition, or the like. Improve Your Presence is not responsible for results or losses if efforts provided do not lead to CLIENT’s desired results.
4. Notices and Contact Permission
By providing personal information, contact information, email address, phone number, physical/mailing address, and/or any other information, CLIENT agrees and permits Improve Your Presence and its affiliates and partners to contact and communicate with CLIENT indefinitely. CLIENT agrees to permit and allow communication, solicitation, and contact regardless of CLIENT's information and/or status relating to any and all Do Not Call listing(s) or statuses, not limited to federal, local, or any other registered status(es).
5. Counterparts and Electronic Acceptance
These terms and other terms with Improve Your Presence may be agreed to or executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The agreeance or execution of these terms may be by actual, fax signature, DocuSign, email delivery, electronically through accidental or intentional acknowledgement, form checkbox, or electronically with email confirmation.
6. Attorney’s Fees
In the event that there is any controversy or claim arising out of or relating to these Terms or any Agreement (verbal or written) henceforth, or to the interpretation, breach, or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of these terms or this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees, costs and expenses related to pre-litigation, litigation, and appellate proceedings.
7. Indemnity
To the fullest extent allowed by law, CLIENT agrees to indemnify, hold harmless, and defend Improve Your Presence and its officers, directors, employees, affiliates, and agents from and against any and all claims, liens, actions, suits, orders, costs, losses, expenses, penalties, fines, injuries, damages, and liabilities of any kind, including without limitation reasonable expert witness and attorney's fees, arising out of or related to Improve Your Presence or duties performed by Improve Your Presence, that are caused by or contributed to by Improve Your Presence's breach of or failure to perform any provision of this agreement or by their negligence, advice, council, guidance, recommendations, fault, or omission of Improve Your Presence or that of any party performing a portion of Duties.
8. Arbitration
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Texas or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees.
9. Governing Law and Venue
This Agreement shall be governed or interpreted according to the internal laws of the State of Texas without regard to choice of law considerations. Venue for the resolution of any disputes arising hereunder shall be in the local courthouse of Lubbock, Texas.
10. Independent Contractor Status
Improve Your Presence acknowledges it is an independent contractor of CLIENT and is not an employee. Improve Your Presence is subject to all applicable tax and Social Security statutes, rules, and regulations, and shall keep records, submit reports and filings, and make payments of all taxes and contributions required by all federal, state, and local jurisdictions.
11. Waiver
The failure by either party to exercise any right, power, or privilege under these terms or the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege, or the exercise of any other right, power or privilege.
12. Cooperation with Third Parties
Improve Your Presence agrees to perform the Work and otherwise conduct itself in a business-like and cooperative manner. Improve Your Presence agrees to coordinate its work with CLIENT and other representatives or subcontractors, suppliers, or vendors of any tier.
13. Commencement of Work
Improve Your Presence shall not commence work under this agreement or any subsequent quote, estimate, addendum, attachment, or invoice until Improve Your Presence has received written direction or a fully executed Contract and been given written direction to proceed with the respective work.
14. Severability
This is a legally binding agreement. If a court of competent jurisdiction finds any term or clause in this Agreement to be invalid, unenforceable, or illegal, the same will not have any impact on other terms or clauses within this entire Agreement. However, such a term or clause shall be revised to the extent required, according to the opinion of the court, to render the Agreement enforceable or valid, and the rights and responsibilities of the parties shall be interpreted and enforced accordingly, so as to preserve intent to the fullest possible extent. If any provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provision were not included.
15. Privacy Policy
In order to serve you or provide certain services we may need to collect and potentially use personal information from you. All information provided is voluntary but may affect services we can provide.
In general, and subject to applicable law, we may use your personal information to provide, fix, and improve our Services, develop new Services, and market our companies and their products and Services.
Subject to applicable law, we may share personal information to provide any and all services agreed upon.
You agree to hold Improve Your Presence harmless for any and all damages from misuse, accidental, unlawful, or unauthorized destruction, loss, alteration, disclosure, acquisition, or access as well as all other forms of unlawful processing.
16. Changes to Terms & Conditions
We may amend, add to, remove, change, or update these Terms & Conditions to reflect changes in the law, our policies, procedures, or practices without notice, updates, or warning.
(615) 606-3004
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We exercise our right to refuse any work or job for any reason (nonlimiting to pricing, tasks, legalities, timeline, renegotiations, and/or personal preference, etc.).
By contacting us and/or pursuing business interaction(s) with us, you acknowledge and understand we are not licensed attorneys, consultants, CPA(s), accountants, or otherwise licensed or certified professionals. We provide support services, not formal advice. Please seek legal advice and/or council from a licensed attorney, proper advice from a licensed/certified CPA, and other advice from a properly certified and/or licensed personnel for any and all respective profession(s).
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