Terms of Service
ClientsPop LLC. (“ClientsPop.com”) provides a range of marketing products and services for local businesses (the “Marketing Service”). If you are accepting these Terms on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to these Terms, (ii) you have read and understand these Terms, and (iii) you agree, on behalf of the Client, to these Terms.
Services
The Service includes the development of a cloud-based provider website with tools and services: profile syndication & management, online booking tool, call tracking, reputation management, analytics dashboard, and general online local marketing services indicated on the Order From. Where applicable, ClientsPop LLC will make the dashboard element of the Marketing Software (the “Dashboard”) available to Client. Client may authorize employees or subcontractors to use the Dashboard on behalf of Client; such users are subject to these Terms, and Client agrees to be responsible for the actions of all users who receive authorization to use the Service, including but not limited to their access to the Dashboard.
The following situations are not permitted: (a) rent, lease, resell or otherwise permit unauthorized third parties to access or use the Service; (b) reverse engineer, reverse assemble or otherwise attempt to discover the source code for any software made available as part of the Service; or (c) circumvent or disable any security or other technological features or measures of the Service.
Content
Client may provide content to ClientsPop LLC for use in ClientsPop LLC’s provision of the Service, including but not limited to videos, photos, images, data, text, and other types of works. Client retains copyright and any other proprietary rights that Client may hold in the Content that Client provides to ClientsPop LLC. By providing Content, Client hereby grants ClientsPop LLC a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Client’s Content, in whole or in part, in any media formats and through any media channels or internet websites. Client is solely responsible for any Content that Client provides, and for the consequences of posting or publishing such Content. By providing Content, Client affirms, represents, and warrants that:
Client is the creator and owner of, or has the necessary licenses, rights, consents, and permissions, to use and to authorize ClientsPop LLC to use and distribute Client’s Content as necessary to exercise the licenses granted by Client and in the manner contemplated by ClientsPop LLC, the Service, and these Terms. Client’s Content, and the use of Client’s Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ClientsPop LLC to violate any law or regulation.
For clarity, all other elements of the Provider Website, apart from any Content provided by Client, will be owned solely by ClientsPop LLC, and will not be retained by Client upon expiration or termination of this Agreement.
ClientsPop LLC will retain exclusive ownership of all rights, title and interest in the Marketing Software, as well as any Content supplied by ClientsPop LLC in the provision of the Service, and any visual interfaces, graphics, design, compilation, information, data, computer code (including source or object code), products, software, services, and any other elements of the Service, subject to the licenses granted herein.
Fees
In connection with Client’s use of the Service and pursuant to ClientsPop LLC’s acceptance of the Order Form, Client will pay to ClientsPop LLC the applicable fees set forth in the Order Form. ClientsPop LLC reserves the right to change any of the fees at any time, provided that such changes will not take effect until a new Order Form has been executed and delivered to ClientsPop LLC by you. All payments required by these Terms exclude all sales, value-added, use, or other taxes, all of which Client will pay in full, except for taxes based on ClientsPop LLC’s net income.
Implementation Fees
Each party will provide the other with reasonable cooperation, assistance, information and access as may be necessary to initiate Client’s use of the Service. ClientsPop LLC will provide non-refundable implementation services to Customer to the extent set forth in the Order Form.
Manner of Payment
You shall pay for all amounts payable under this Agreement either by credit card (the “Client Card”), ACH (electronic debit from your bank account) or such other form of payment as ClientsPop LLC may, in its sole discretion, permit. You will be required to agree to the applicable payment authorization form(s), which also permit ClientsPop LLC to recover any Promotional Credits. With ClientsPop LLC’s prior approval, under certain circumstances you may pay by check. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by ClientsPop LLC’s bank.
Timing of Payment
Fees, as identified on the Order Form, are due in advance of each Cycle as more fully described in the Product Terms. If there are Set-Up Fees (as set forth on the Order Form), such Fees shall be paid in advance together with all amounts owed for the first Cycle. ClientsPop LLC shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Marketing Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.
Any amounts not paid by you when due will bear interest at the rate of 1.75{acb8e3a9772f6db01134d141687c7fad813cc8f34cbadf9a0a0dfce1d94db867} per month (or the highest rate permitted by law). You agree to pay all costs of collection, including attorney’s fees and costs and all other legal and collection expenses incurred by ClientsPop LLC in connection with its enforcement of its rights under these Terms.
Software / Hardware costs:
Client and/or its associated Internet Service Provider/Web Hosting Provider will be responsible for the costs for any and all software licensing, hardware purchases, hosting fees and/or software purchases required for the development of and maintenance of the client website if needed. Both parties agree to the Terms and Conditions as well as the totals set forth above in this proposal. Both parties mutually agree to move forward to implement the services ordered in this proposal. ClientsPop LLC and Client will act in a professional manner to expedite this project.
Expense Reimbursement
Client shall pay all “out-of-pocket” expenses that are “pre-approved” in writing by Client. Such expenses will be documented by ClientsPop LLC and billed at cost to Client.
Billing Subscriptions
There are three options regarding billing subscriptions:
Quarterly Billing Subscription: A twelve month term in which you are billed a portion (1/4) of the annual contract value on a quarterly basis.
Semi-Annual Billing Subscription: A six month term in which you are billed a half(1/2) of the annual contract value on a semi-annual basis.
Yearly Billing Subscription: A twelve-month term in which you are required to pay the full annual contract value.
Term
The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until cancelled in accordance with the terms of this Agreement. Free trials and other limited time offers signed up for without an Order Form have limited terms and will automatically conclude unless the Marketing Service is purchased via an Order Form at the end of the trial period.
All disputes between you and ClientsPop LLC will be resolved by binding arbitration and you agree to give up your right to go to court to assert or defend your rights. Your rights will be determined by a neutral arbitrator and not a judge or jury, and your claims cannot be brought as part of a class action.
Auto-Renewal
Provided that Client has paid all fees due under this Agreement, this Agreement will automatically renew for successive one term (“Renewal Term”) unless either party provides notice of non-renewal. The Initial Term and any subsequent Renewal Term(s) may be collectively referred to as the “Term”.
Notice of Non-Renewal
To prevent renewal of a subscription, you or we must give written notice of non-renewal and this written notice must be received no more than sixty (60) days but no less than thirty (30) days in advance of the end of the subscription then in effect. If you decide not to renew, you must send he notice of non-renewal by email to ClientsPop@gmail.com. Any notice received with less than 60 days’ notice will result in auto-renewal of your subscription for an additional Renewal Term.
No Early Termination; No Refunds
The subscription term in effect will end on the expiration date and you cannot cancel it before its expiration. We do not provide refunds if you decide to stop using the subscription during your subscription term.
Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any portion or all of the Service ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Service.
Termination for Cause
Either party will have the right to terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of Client’s failure to pay fees, which must be cured within ten (10) days after receipt of written notice from ClientsPop LLC. Client understand and agree that client will not be entitled to any refunds of amounts already paid to ClientsPop LLC unless client properly terminate the Agreement.
Effect of Termination
Upon the expiration or termination of this Agreement, Client’s rights to access and use the Service will terminate, provided that: (i) any and all payment obligations of Client under this Agreement outstanding as of the effective date of expiration or termination will survive; (ii) ClientsPop LLC shall return or destroy all Protected Health Information (PHI) received from you, or created or received by us on your behalf (including any PHI in the possession of ClientsPop LLC’s subcontractors or agents), and otherwise comply with the termination provisions of the Business Associate Agreement; (iii) where returning or destroying the PHI is infeasible, ClientsPop LLC will provide notification to you of the conditions that make return or destruction infeasible, and upon mutual written agreement regarding such infeasibility, the protections of this Agreement and the Business Associate Agreement will continue to apply to such PHI to limit further uses and disclosures of such PHI for so long as the PHI must be maintained.
Updates
The Service will be hosted and operated by or on behalf of ClientsPop LLC. ClientsPop LLC may update the features, functionality and user interface of the Service from time to time at its sole discretion. Please read the ClientsPop LLC’s Privacy Policy, found on our website at ClientsPop LLC, carefully for information relating to our collection, use, storage and disclosure of information. The ClientsPop LLC Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Publicity
You agree that ClientsPop LLC may, during and after the Term of this Agreement, include your name (including any applicable trade name, trademark, service mark or logo) on ClientsPop LLC’s client list, or as a case study/testimonial, in its marketing materials, sales presentations and any online directories that ClientsPop LLC may, from time to time, publish.
Confidentiality
Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without ClientsPop LLC’s prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding ClientsPop LLC. “Confidential Information” means information about ClientsPop LLC’s (or its suppliers’) business, products, technologies, strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by ClientsPop LLC. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.
No Medical Advice
No medical advice is provided through ClientsPop LLC and its Content is not intended to be professional medical advice, diagnosis, or treatment. Please find qualified healthcare provider to answer any questions you may have. ClientsPop LLC does not recommend or endorse any specific physicians, procedures, or products mentioned on its site. If you think you may have a emergency, call 911 immediately.
This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California (except that body of law controlling conflicts of law).
ClientsPop LLC will not be liable to the client for any lost profits, cost of cover, loss of data, interruption of business or any incidental, special, indirect or consequential damages. ClientsPop LLC’s total liability will be limited to the amounts paid to ClientsPop LLC by client during the 6-month period immediately prior to the incident giving rise to such liability.
The content of this contract and its attachments, including Privacy Policy and HIPAA Terms and Conditions, is confidential. You should not reveal it to a third party. The permission granted to you herein shall terminate if you breach any of these terms and conditions. Upon termination you agree to destroy any Materials downloaded from this website. Unauthorized use of any of these Materials is expressly prohibited by law, and may result in civil and criminal penalties.
ClientsPop reserves the right to make changes to our website and to these terms and conditions at any time. Your continued use of our website will constitute your acceptance of any new or amended terms and conditions.
ClientsPop LLC is headquartered at 6 Bonita St., #C, Arcadia, CA 91006. Please email us at ClientsPop@gmail.com should you have any question or request.