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Terms and Conditions

This agreement (the “Agreement”) is entered into by and between “Results Driven Marketing, LLC, a Pennsylvania corporation, with its principal place of business at 301 Berkley Lane, West Chester, PA 19380. Results Driven Marketing, LLC herein known as RDM, and the entity agreeing to the terms set forth herein (“Client”). This Agreement is effective as of the Effective Date (as defined below). If you are accepting 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 this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement. The Agreement is comprised of the following checked documents:

Order Form

RDM terms and Conditions (including Exhibits A-F)

1. Definitions. Terms not otherwise defined in this Agreement shall have the meaning set forth below. “Authorized Users” refers to the Authorized Admin Users and the Authorized SP Users (as defined below). The Order Form will indicate the number of licenses being purchased by the Client. Each license entitles you to authorize one of each of the two types of Authorized Users up to the maximum number set forth on the Order Form. For example, if Client is purchasing the standard package of one to three licenses, the Client will be permitted to have, therefore, up to three Authorized Admin Users (as defined below) and up to three Authorized SP Users.

“Authorized Admin Users” means Authorized Users who are authorized to access any RDM Platform or software in accordance with the terms of this Agreement.

“Booking” refers to service appointments (each an “Appointment”) made through RDM, including through syndication as set forth in Section 3.1 of this Agreement, and whether made directly by a customer through various customer interfaces or by the Client through any means.

“Booking Fee Budget” refers to the amount set forth on the Order Form. “Client Data” means proprietary or personal data regarding Client, or any Authorized Users under this Agreement that is provided to RDM. The Client Data includes, without limitation, the following: customer name and contact information, transaction description, customer estimate, customer invoice, Client and/or Service Professional rating, Booking information, Client availability.

“Confidential Information” means any non-public information of RDM or Client disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider confidential and/or which is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information shall not, however, include any information that the recipient can establish: (i) was or has become generally known or available or a part of the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient’s prior written documentation; (iii) was received by the recipient from a source other than the dis-closer, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where such independent development has been documented by the recipient. The terms and conditions of this Agreement shall be considered the Confidential Information of RDM. The Client Data shall be considered the Confidential Information of the Client, provided that RDM may use such data for purposes of monitoring performance of the RDM and may use such components of the Client Data, which does not contain identifying information regarding the Client’s customers, for purposes of statistical analysis (which statistical analysis shall be the sole property of RDM).

“Effective Date” is the date on which RDM executes the Order Form.

“Initial Term” is the initial term of the Agreement, as set forth on the Order Form under Number of Cycles.

“Intellectual Property Right” means any patent, copyright, trade or service mark, trade dress, trade name, database right, goodwill, logo, trade secret right, or any other intellectual property right or proprietary information right, in each case whether registered or unregistered, and whether arising in any jurisdiction, including without limitation all rights of registrations, applications, and renewals thereof and causes of action for infringement or misappropriation related to any of the foregoing.

“License Fee” refers to the Authorized SP User License Fee, payable by Client, every thirty (30) days.

“Quarterly Minimum Booking Fees” refers to the amount set forth on the Pricing Exhibit.

“RDM Booking” refers to any functionality provided by RDM that enables Client to procure Bookings either from its own website, from a third-party site or from mobile devices.

“Recurring Jobs” refers to regularly scheduled services offered by Client (such as monthly pest control, quarterly maintenance services, etc.).

“Renewal Term” means a period following the Initial Term for which the Agreement has been renewed, pursuant to the terms of this Agreement.

“Service Professional” refers to the employees of the Client who are given access to any RDM provided/employed software

“Term” means the Initial Term plus all Renewal Terms.

2. Platform 2.1.

3. Client Permissions. Client provides access to RDM to any third-party booking syndication system.

3.1. Booking Syndication Rights. For the Term of this Agreement, RDM shall be permitted to post it’s Booking data requirements on third-party sites (the “Booking Syndication Rights”) so that consumers may book appointments with Client from third-party websites chosen in the sole discretion of RDM. Client shall treat those Bookings in precisely the same manner as if the Bookings were made directly with Client, meaning that no preferential treatment should be offered to Bookings made directly with Client to the detriment of Bookings generated through RDM’s exercise of its Booking Engine Syndication Rights. RDM shall have no obligation to exercise its Booking Syndication Rights and Client understands and acknowledges that RDM makes no guarantees with respect to the number of Bookings, if any, that may be generated by RDM through the exercise of the Syndication Rights.

3.2. Customer Reviews Syndication Rights. For the Term of this Agreement, RDM shall be permitted, but not obligated, to post the Customer Reviews on any third-party sites of its choosing or to direct Client’s customers to post a review directly on third-party sites (the “Customer Review Syndication Rights,” together with the Booking Syndication Rights, are collectively referred to herein as the “Syndication Rights”). Client understands and acknowledges that the Customer Reviews posted prior to the end of the Term may continue to be available on the third-party sites to which they were posted.

3.3. Client License.

3.3.1. Booking Engine. In connection with RDM’s exercise of the Syndication Rights, Client hereby grants RDM a license to use, copy, and/or publicly display, during the Term, any and all trademarks, trade names, business names, logos, descriptions of Client as may be provided to RDM by Client from time to time (collectively, the “Client Marks”).

3.3.2. Promotional Rights. Client hereby grants RDM a license to use, copy, and/or publicly display, during the Term, the Client Marks as may be provided to RDM by Client from time to time, for use in connection with purposes of promoting RDM.

4. Installation.

4.1. Onboarding. RDM will provide the on-boarding services set forth on Exhibit B.

4.2. Client Obligations. Client shall promptly take all actions necessary to implement services, as contemplated by this Agreement. In that regard, such obligations may include any or all of the following to the extent offered by RDM: attending on-boarding and training sessions, including, without limitation, any training sessions regarding installation of any Booking Engine and completion of the training session, booking engine implementation. Client acknowledges that failure to cooperate during implementation may delay implementation.

5. RDM Obligations.

5.1. Security. RDM will maintain reasonable safeguards for protection of the Client Data, including regular back-ups, security and incident response protocols, and application and infrastructure monitoring. Client understands and acknowledges that the Merchant Credit Card Services (Credit Card Processing) are being performed by a third party, therefore, RDM is not responsible for safeguarding or, otherwise ensuring, the security of any credit card data.

5.2. Support Services. Support services will be available Monday through Friday from 8:00 am to 5:00 pm Eastern Standard Time. Client agrees to promptly provide RDM with sufficient documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with RDM, in order for RDM to assess and address the support requirements. RDM is not responsible for supporting third-party hardware or software.

5.3. Service Level Agreement. RDM shall use commercially reasonable efforts to provide levels of service as set forth on Exhibit C (the “Service Level Agreement”).

7. Client’s Obligations.

7.1. Permitted Use. Client may only use the information provided by RDM for its own lawful, internal business purposes, consistent with the terms of this Agreement.

7.2. Booking Engine.

7.2.1. Client shall use commercially reasonable efforts to install coding, scripts, website changes or data provided for third-party Booking Engine on its site(s) within thirty (30) days of RDM making the data available to the Client.

7.2.2. {Reserved for future use}

7.2.3. Client shall ensure that it has adopted and displayed on its web site, such terms and conditions and privacy policy as may be required by applicable law. In addition, Client shall ensure that such documents do not contain provisions that are inconsistent with the nature of the services being provided by RDM under this Agreement. Without limiting the generality of the foregoing, such documents shall not, in any way, limit RDM’s Syndication Rights.

7.3. Tax Confirmation. Client is obligated to calculate, collect and remit all applicable taxes in connection with Client’s services. RDM will not calculate excise taxes and other similar taxes that may be applicable to the services provided by Client to its customers. RDM assumes no liability for mistaken calculation of taxes.

7.4. Payment.

7.4.1 {Reserved for future use}

7.4.1.2. Booking Fees (only if applicable)

The first payment of the Booking Fee Budget is due upon the Effective Date of this Agreement as a non-refundable advance against the Booking Fees. Each time that Booking Fees have been billed by RDM, the Booking Fee Budget shall be reduced accordingly by the amount of the billed Booking Fees. When 75% of the Booking Fee Budget has been exhausted by the billed Booking Fees, Client shall again be charged for the Booking Fee Budget. On each three (3) month anniversary of the Effective Date, RDM shall calculate the total amount of Booking Fees and if RDM has not been paid an amount equal to the Quarterly Minimum Booking Fees, Client shall pay RDM an amount equal to the difference between the Quarterly Minimum Booking Fees and the Booking Fees paid through the end of such quarter. RDM’s determination of the Booking Fees shall be final and binding

7.4.1.3. Other Charges.

Client understands and agrees that Client may be responsible for additional charges delineated on the Order Form. For example, Client will also be responsible for payment of any data charges beyond the Monthly Data Allocation.

7.4.1.4. Fee Changes. Client understands and agrees that RDM may, after the Initial Term (as defined below), and in its sole discretion, modify the prices listed on the Order Form and the Pricing Exhibit (except as otherwise noted on the Pricing Exhibit). RDM will use reasonable efforts to provide sixty (60) days written notice prior to any such modification.

7.4.2. Payment Methods. Client shall make payment by credit card. RDM may cause all amounts payable to RDM here-under to be paid via such methodology without obtaining further consent from Client, including, without limitation, all amounts owed on termination of this Agreement. All fees paid to RDM under this Section

7.4 are non-refundable.

7.4.3. Standing Authorization. RDM shall be permitted, without further consent from Client to cause all payments due hereunder to be made when and as amounts are due.

7.4.4. Late Payments. Any amounts not paid when due under this Agreement will bear interest at the rate of one and a half percent (1.5%) per month or the highest rate permitted by law, whichever is less, computed and compounded daily from the date due until the date paid. Late payments may result in an immediate suspension of services. In addition, Client shall bear all of RDM’s costs of collection, including attorneys’ fees and expenses. Client shall pay an administrative fee of thirty-five dollars ($35.00) for any returned check or for any rejected credit card charge or for any rejected automatic bank account debit. RDM reserves the right to switch Client to a non-automatic payment method following any rejected credit card charge or any rejected ACH debit, and Client understands and agrees that Client will incur an additional forty dollars ($40.00) per month payment processing fee if Client is switched to a non-automatic payment method. If payment is more than ten (10) days late, RDM may elect to terminate or suspend Client’s access to any and all third-party Platform or software and the functioning of the Booking Engine.

7.4.5. Taxes. Client acknowledges and agrees that all applicable taxes associated with the RDM services and the use thereof, and any other products and services sold, rented or provided by RDM here-under, with the exception of income taxes, will be the sole responsibility of Client and billed in addition to any other fees due RDM.7.4.6. Inspection Rights. During the Term and for a period of one year thereafter, RDM or its representatives may, upon providing Client with five (5) days prior written notice, conduct an inspection on Client’s premises of Client’s books and records for the purpose of reviewing Client’s compliance with its obligations under this Agreement, including without limitation, to determine if RDM has been properly paid all Booking Fees. Any such inspection shall be conducted during normal business hours and shall not unduly interfere with Client’s ability to conduct business. Such inspection may also be conducted remotely; and, if so, Client agrees to provide reasonable access to personnel and data via phone, electronically, or otherwise. Client agrees that if RDM demonstrates that discrepancies show (i) underpayment by Client (such as due to inaccurate reporting of Bookings) of five percent (5%) or more or (ii) non-compliance with this Agreement, Client shall immediately pay to RDM all costs associated with such inspections together with the amount of any underpayment. As part of such inspection, RDM may contact Client’s customers to verify that all Bookings have been properly accounted for.

7.5. Representations and Warranties. Client represents, warrants and covenants to RDM that: (a) it has the full power and authority to enter into this Agreement, to perform its obligations here-under and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly executed constitutes a legally valid and binding obligation of Client, enforceable against Client in accordance with its terms; (c) it will comply with all laws, rules regulations and applicable industry/professional standards (including Client’s use/treatment of customer information) and (d) it will use any RDM or RDM supplied third-party Platform for lawful activity in accordance with the terms of this Agreement and RDM standards.

8. Ownership.

8.1. As between Client and RDM, RDM is, and will remain, the owner of all Intellectual Property Rights and data, except as expressly provided in this Agreement, no right, title or interest therein or thereto will be transferred to Client hereunder. Client will take such actions as RDM may reasonably request to demonstrate RDM’s ownership of the Intellectual Property Rights therein.

8.2. Client Data. Client retains ownership of the Client Data. Client hereby grants, and RDM accepts, a license to access and copy the Client Data during the Term to create back-up copies to assist with data restoration in the event of data loss and for statistical analysis. If an assignment, termination or expiration of this Agreement has occurred and Client wishes to access the Client Data, Client must initiate a written request for the Client Data within thirty (30) days of assignment, termination, or expiration and Client must pay all outstanding invoices in full within such time period, prior to receiving the Client Data. If an assignment, termination or expiration of this Agreement has occurred, and Client does not request the Client Data within such time frame, or Client fails to pay all outstanding debts owed within such time frame, all of Client’s rights in and to the Client Data shall be forfeited, and RDM may, in its sole discretion, either transfer the Client Data to the assignee of the Agreement or delete all copies of the Client Data. The Client Data, if requested, shall be provided in such format as RDM shall determine. Alternatively, the Client Data can be returned in a mutually agreed format at a scope and price to be agreed. RDM is not obligated to maintain a copy of the Client Data for more than three (3) months following termination of the Agreement, after which time any Client Data not retrieved may be destroyed.

8.3. Suggestions. RDM shall have a royalty-free, worldwide, perpetual license to use, incorporate or otherwise exploit, any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or its users.

9. Term; Termination.

9.1. Term. The term of this Agreement commences on the Effective Date and, unless terminated earlier in accordance with Section 9.4 below, shall continue for the number of cycles set forth on the Order Form (the “Initial Term”). Upon the expiration of the Initial Term, the Agreement shall, thereafter, continue on a month to month basis (each a “Renewal Term”), until either party provides at least thirty (30) days prior written notice of termination of this Agreement prior to the commencement of a Renewal Term (the Renewal Term and together with the applicable Initial Term, the “Term”).

9.2. Termination for Cause. Either party may terminate this Agreement immediately by giving the other party written notice of termination in the event that the other party: (a) becomes insolvent; (b) files a petition in bankruptcy or any other law for the relief of, or relating to, debtors; (c) makes an assignment for the benefit of its creditors; (d) ceases to carry on its business or passes a resolution for its liquidation, dissolution or winding up or (e) breaches any of its obligations under this Agreement in any material respect, which breach is not cured within thirty (30) days after the breaching party receives notice of such breach from the non-breaching party (each such event shall constitute “Cause”). Without limiting the foregoing, in the event that Client has failed to pay any amount due hereunder within ten (10) days following the due date for such payment, RDM may immediately terminate this Agreement, or, in its discretion, suspend service to Client until such payment has been received.

9.3. Suspension of Access to Platforms. In addition, RDM may immediately terminate or suspend Client’s (or any one or more of its Authorized User’s) to third-party supplied platforms, in RDM’s sole discretion, if RDM reasonably believes that Client or anyone accessing the said Platform through Client’s account is engaged in (i) any activity that may harm RDM, its systems or any third-party systems; (ii) any fraudulent or illegal activity or any activity that could result in legal liability to RDM or any third party.

9.4. Termination without Cause by Client.

9.4.1. If Client wishes to terminate this Agreement without Cause (as defined below) prior to the end of the Initial Term or Renewal Term, Client may do so, provided Client provides thirty (30) days prior written notice to RDM, and Client pays, within such thirty (30) day period, all remaining monthly fees applicable to any remaining portion of the Initial Term, whichever is applicable.

9.4.2. {Reserved for future use}

9.4.3. Client may terminate this Agreement upon notification of a change in the pricing, as provided in Section 7.4.1.4 of this Agreement, provided that written notice of termination is provided to RDM thirty (30) days after RDM provides the notice required by Section 7.4.1.4.

9.5. Effect of Termination. Upon the expiration or termination of the Agreement for any reason: (a) the license(s) granted by RDM to Client hereunder will immediately terminate; (b) Client will pay RDM the amounts set forth on the Pricing Exhibit plus all applicable sales and use taxes; (c) the rights and obligations of the parties under Sections 7.4, 8, 9.5, 10.2, 11, 12, 13 and 0 will survive such expiration or termination; and (e) any amounts still due RDM shall remain due and continue to bear interest in accordance with Section 7.4.4. In accordance with Section 7.4.2, RDM may, without obtaining further consent from Client, charge the client’s credit card for all amounts owing through the expiration or effective date of termination of the Agreement. No refunds are payable upon termination.

10. Limited Warranty.

10.1. Limited Warranty. RDM MAKES NO REPRESENTATIONS AND WARRANTIES WITH REGARD TO SERVICES PROVIDED BY ANY THIRD PARTIES HEREUNDER

10.2. Warranty Disclaimer. EXCEPT FOR THE FOREGOING WARRANTY IN SECTION 10.1, RDM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY THIRD-PARTY PLATFORM, AND RDM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE RDM PLATFORM, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED BY ANY THIRD PARTY VENDOR SELECTED BY RDM (SUCH AS WEBSITE DESIGNER), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF CLIENTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. RDM DOES NOT WARRANT THAT THE RDM PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

10.3. WITHOUT LIMITATION OF THE FOREGOING, RDM WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF ANY CLIENT DATA; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF ANY THIRD-PARTY PLATFORM OR ANY CLIENT DATA; (C) ANY INTERRUPTION OF TRANSMISSION TO OR FROM ANY THIRD-PARTY PLATFORM; OR (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH ANY RDM DATA TRANSMISSION OR BY ANY THIRD PARTY.

11. Limitation of Liability. RDM WILL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE ARISING OUT OF THIS AGREEMENT. IN NO EVENT WILL RDM’S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RELATED CAUSE OF ACTION, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO RDM AS LICENSE FEES AND BOOKING FEES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT FIRST GIVING RISE TO THE CLAIM FOR WHICH DAMAGES ARE RECOVERED HEREUNDER. CLIENT UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

12. Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by law and except to those subcontractors or partners of RDM who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party’s rights and responsibilities under this Agreement; and (iii) to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. Notwithstanding the foregoing, Client acknowledges that RDM will be disclosing potentially confidential information to the Merchant Credit Card Processor and the use of such data shall be governed by Merchant Credit Card Processor terms. These obligations shall survive termination of this Agreement. If either party breaches any of its obligations with respect to confidentiality or the unauthorized use of Confidential Information hereunder, the other party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to, injunctive relief, as well as money damages.

13. Indemnification.

13.1. By RDM.

13.1.1. RDM agrees to indemnify, defend and hold harmless Client, and its officers, directors, employees, representatives and agents, from and against any and liabilities, losses, judgments, damages or expenses, including reasonable attorneys’ fees and costs (“Losses”), incurred in connection with any third-party actions, causes of actions, claims, demands or proceedings (each a “Claim”) arising from ANY RDM PROPRIETARY PLATFORM infringement or misappropriation of any United States, third party patent, copyright, trademark or other proprietary rights of a third party; provided that Client promptly notifies RDM in writing of any such Claim, and promptly tenders to RDM control of the defense and any settlement of such Claim. Client shall provide reasonable cooperation and assistance to RDM in the defense or settlement of any such Claim. The foregoing provisions of this section shall not apply to the extent the Claims relate to or arise out of the: (i) Client Data; or (ii) unauthorized or negligent use and/or alteration of the RDM Platform or Software.

13.1.2. Should any RDM software or platform or any part thereof become, or in RDM’s reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property rights, then RDM shall, at its sole option and expense: (i) procure for Client the right to use and access the infringing or potentially infringing item(s) free of any liability for infringement; or (ii) replace or modify the infringing or potentially infringing item(s) with a non-infringing substitute otherwise materially complying with the functionality of the replaced system. If (i) and (ii) are not reasonably available in RDM’s reasonable opinion, RDM may terminate the Agreement in which case Client shall receive a refund of prepaid, unearned fees. The remedies set forth above are the exclusive remedies with respect to any infringement claim hereunder.

13.2. By Client. Client agrees to indemnify, defend and hold harmless RDM, and its officers, directors, employees, representatives and agents, from and against any and all Losses incurred in connection with any Claims arising from: (a) Client’s actual or alleged breach of any representation, warranty, covenant or obligation in this Agreement, including, without limitation, its unauthorized or negligent use and/or alteration of RDM Software; (b) Client’s willful acts or omissions, negligence, or other similar wrongdoing; or (c) Client’s failure to comply with any law or regulation; provided that RDM promptly notifies Client in writing of any such Claim. RDM shall provide reasonable cooperation and assistance to Client in the defense or settlement of any such Claim. RDM reserves the right, at its own expense, to assume the exclusive defense and control of any Claim otherwise subject to indemnification by Client. In such event, Client will reasonably cooperate with RDM in such defense.

14. General.

14.1. Assignment/Change of Ownership. Neither this Agreement nor any rights and/or obligations hereunder (including, without limitation, the licenses granted hereunder) may be assigned, sold or transferred by Client without the prior written consent of RDM and any attempt to do so shall be null and void from the beginning. In the event that Client wishes to assign, sell or transfer this Agreement to another party, Client must notify RDM at least fourteen (14) days prior to such assignment or sale and provide such information regarding the proposed assignee as RDM shall require. RDM may, in its sole discretion, reject such proposed assignment. No assignment, sale or transfer will relieve Client of its payment obligations incurred prior to the date of the assignment, sale or transfer. For the avoidance doubt, RDM may assign, sell or transfer (whether by merger, operation of law or otherwise) this Agreement or any or all of its rights (including licenses granted hereunder) and/or obligations under this Agreement at its sole discretion.

14.2. Notices. All notices required or permitted to be given under this Agreement will be deemed given (i) three business days after being deposited in the mail, first class, postage prepaid, (ii) upon transmission, if sent by facsimile, (iii) upon delivery, if served personally or sent by any generally recognized overnight carrier, or (iv) upon transmission, if sent by e-mail and promptly confirmed by one of the preceding means.

14.3. No Waiver; Serviceability. The failure of either party to insist upon or to enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement, will not be interpreted or construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance.If any provision of this Agreement shall be judged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

14.4. Governing Law. This Agreement will be construed in accordance with the laws of the State of California, USA without reference to its choice of law provisions. The Federal and State courts located in the County of Chester, Pennsylvania will be the exclusive venue for any claim or dispute between the parties or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise and the parties hereby irrevocably consent to the personal jurisdiction of those courts for such purposes.

14.5. Force Majeure. RDM will not be liable to Client in any way whatsoever for any failure or delay in performance of any of its obligations under this Agreement, arising out of any event or circumstance beyond the reasonable control of RDM.

14.6. Relationship. Nothing contained in this Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties will at all times be that of independent contractors. Neither party will have authority to contract for or bind the other in any manner whatsoever.

14.7. {Reserved for Future}

14.8. Headings; Construction. The headings to the clauses, sub-clause and parts of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted the Agreement or any provision thereof.

14.9. Entire Agreement. This Agreement, together with all Exhibits referenced herein (which are incorporated by this reference) sets forth the entire agreement, and supersedes any and all prior agreements, between the parties with respect to the subject matter hereof. No amendment to this Agreement will be valid unless set forth in a written instrument signed by both parties. Facsimile and electronic signatures and signatures in PDF format shall be binding.

EXHIBIT A Pricing Exhibit
{Reserved for future}

EXHIBIT B Set-up, Activation and Onboarding Obligations

Set-up:After the Agreement is executed and payment for the first month of the Fees and for the initial Booking Fee Budget is received, a RDM employee will schedule an appointment (typically within 5 business days of payment receipt) between the Client and RDM to establish a new Client account.

  1. Services included in Set-up and Activation:
  2. Welcome e-mail that will document key information required prior to the initial set-up call.
  3. During the initial set-up call, RDM will work with a representative of the Client to capture relevant client information, including the following:Legal /DBA Company contact information Client’s Terms and Conditions Service Details (e.g. Categories of Service, Hours of operation)
  4. Service Area Details (e.g. Areas covered)Employee information (e.g. Badge Photo, Mobile Contact Number, standard working days/hours)
  5. Relevant license numbers, if applicable Pricing Information (e.g. Hourly Labor Rate, Material Mark-Up percent, diagnostic fees, discounts, etc.)
  6. Marketing Sources (e.g. Newspaper, Yellow Page, Search Engine Marketing)Notification Settings (e.g. E-mail & SMS contact information)
  7. Business logo

Services NOT Included in Setup and Activation:

  1. Custom configuration or manipulation of data for customer import/export purposes.
  2. Setup of office infrastructure required to run any third-party platform e.g. Compatible PC minimum requirements, Internet connectivity to access compatible web browser to ensure full functionality,.
  3. Individual (1:1) training of staff.

Set-up and Activation: Third-Party Booking Engine

RDM may initiate the set-up and implementation of any third-party Booking Engine or, if Client is unable to have the necessary technical resources at that time, will at that time schedule a separate appointment for the implementation of the Booking Engine. Client agrees in that case to make available the necessary technical resources such that the implementation may take place in a reasonable period of time.Services included in Set-up and Implementation of the Booking Engine:Configuration of the Booking Engine based on standard configuration options available to Client.

Generation and delivery of the code for Client to install on their website(s).

Client Responsibilities

The successful and timely implementation of RDM™s services depends on Client cooperation during the set-up, activation and onboarding process. In addition, for Client to realize the benefits of the RDM™s, Client understands that they must provide the necessary commitment to using the Platform. To that end, Client specifically agrees to:

  1. Make available the resource(s) necessary for the set-up and activation of any campaigns or solution accounts within a reasonable period of time (not to exceed 5 business days) after the Agreement is signed. While RDM understands that some re-scheduling and follow-up may be necessary to complete this activity, Client will make all reasonable attempts to complete this part of the process during a single session.
  2. Make available the resource(s) necessary for the set-up and activation of campaign or marketing solutions including access to third-party systems as needed.
  3. Make available the resource(s), including external resources (e.g. webmaster), necessary for the set-up and implementation of the Booking Engine within a reasonable period of time (not to exceed 10 business days) after the set-up and activation of the Third Party Platform is complete.
  4. Actively manage and maintain the schedule and availability of all active Authorized SP Users so that prospective end consumers and Authorized Admin Users are able to book appointments with Client. Conversely, actively make unavailable all Authorized SP Users during known periods where the Client is unavailable (e.g. holidays, etc.).
  5. Review all communications sent from RDM regarding any marketing or internet-marketing related service as well as the Client’s account(s) on the third-party Platform. In addition, ensure that all contact information (e-mail, phone numbers, mailing addresses) are current with RDM such that all communications can be received by Client.

EXHIBIT C” Service Level Agreement {Reserved for future use}

EXHIBIT D” {Reserved for future use}EXHIBIT E” Minimum Technical Specifications {Reserved for future use}

Results Driven Marketing Services for your business include:

  1. Search Engine Advertising
  2. Display Advertising
  3. Web Presence Marketing
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