1. Services to be performed. Eruptr LLC (“Eruptr”) agrees to perform Digital Marketing Services (the “Services”) on Client’s behalf, according to the Services outlined in the Proposal. All Services will be deemed to be accepted upon delivery.

The scope of the Services may be modified by mutual agreement between Company and Client.  All modifications shall be in writing specifying the necessary changes to the Proposal, the expected completion dates and the cost.  Company shall perform no services outside the scope of the Services as defined in writing in the proposal, except as agreed to in writing. A revised Proposal is necessary only if there’s a change in total cost.

Eruptr provides digital marketing services including but not limited to search engine marketing, search engine optimization, banner advertising, social media, and YouTube pre-roll video marketing. Eruptr will implement digital campaigns to assist the client in marketing efforts and outreach communications.

2. Term of Services. The Proposal and Terms and Conditions will become effective and is fully executed when the Client signs or electronically signs (DocuSign) Eruptr’s proposal document. By signing, the Client “opts-in” to the Eruptr’s Terms and Conditions. The Term of the Proposal and Terms and Conditions begin from its date of execution.

3. Termination of Services. Eruptr digital marketing services require a 14-day notice of pause or 30-day notice of cancellation of any or all services. Notice of termination shall be given via email, by Client to Eruptr. All payment obligations for Services rendered shall survive termination of the engagement.

4. Invoicing. Invoices will be sent to Client upon completion of each month’s delivery and/or activity. Invoices will be sent via email to those identified individuals in the Proposal or client communication. 

5. Payment and Payment Liability. Client shall make payment upon receipt of monthly invoice unless net terms have been otherwise agreed upon. In the event an account becomes past due, in addition to such other remedies as it may have, the full amount of the account shall immediately become due and payable by the Client. The Client is responsible for all expenses incurred in connection with the collection of past due amounts payable, including attorney fees and costs. 

6. Late Fees. Late payments by Client shall be subject to late fees of 1.5% per month from the due date until the amount is paid. 

7. Refunds/Credits. If actual delivery for any campaign falls below the amount paid in advance by Client and Client is reasonably current on all amounts owed to Eruptr. Eruptr may attempt to make good on any shortfalls the following month(s). Also, the Client may elect to roll funds to a new or existing campaign, credit future months invoice, or receive a refund. Refunds or credits will be processed within 30 days from Client request.

8. No Transfer of Intellectual Property. Nothing in the Proposal, these Terms and Conditions, or the performance of the Services shall be construed to transfer ownership of or grant a license under any intellectual property rights, patent rights or other rights in intellectual property or technology to Client expressly, by implication, by estoppel or otherwise.  Company shall retain all intellectual property created by the performance of the Services under this engagement.

9. Confidentiality. The Parties shall maintain in confidence the Confidential Information of the other Party.  The Parties agree to make no use of the Confidential Information except as in connection with the performance of the Services.  The Parties shall not make the Confidential Information available to third parties, with the exception of staff, authorized representatives, designees, or independent contractors.  The Parties shall use the same degree of care to avoid unauthorized disclosure of the Confidential Information as it employs with respect to its own confidential/Confidential Information of like quality and nature but employing no less than a reasonable standard of care.

10. Exclusive Agreement, Modifications, Waivers, Severance. The Proposal and these Terms and Conditions constitute the entire agreement between Eruptr and Client. Any modifications must be in writing and agreed upon by both parties (see section 1). Any waiver shall not be effective against any party unless in writing executed on behalf of such party.

11. Limitation of Liability. Eruptr’s total liability to Client in relation to the Services for damages, costs and expenses shall not exceed the compensation received by Eruptr under for the Services performed.

NEITHER PARTY SHALL BE LIABLE FOR THE OTHERS LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

12. No Partnership. The Proposal and these Terms and Conditions do not create a partnership relationship. Neither party has the authority to enter into contracts on the other’s behalf.

13. Applicable Law and Venue. The laws of the State of Florida shall govern this engagement. The venue for any legal action to enforce the terms of this engagement will be in Lakewood Ranch, Florida and both parties expressly submit to the jurisdiction of the state and federal courts located in Manatee County, Florida.