TERMS AND CONDITIONS

ACCEPTANCE OF THESE TERMS AND CONDITIONS: Advertiser or its agent or representative has selected the key provisions related to payment, term of service, Services to be provide, etc in the Amplify Online Order Form and expressly accepts the terms in the Order Form as well as the following Advertiser Terms and Conditions:

The Order form, together with these Advertiser Terms and Conditions are collectively referred to herein as the “Agreement”. Advertiser hereby retains Amplify Consulting, LLC, DBA Amplify Online or AmplifyOnline.com (herein “Amplify Online”) to perform Online Marketing Services (“Services”) under the terms of this Agreement. Advertiser accepts the terms of the Agreement as binding. Amplify Online retains ownership rights and title to all of the assets and resources used to perform the Services, and Advertiser will receive the outputs of the services only where applicable (search rankings, website traffic, calls and leads, website enhancements, etc). Amplify Online will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to Services. Advertiser agrees to receive official communications for the Services at the email address provided in Advertisers signature block at the bottom of this Agreement and all communications sent to that email address are deemed official and received by Advertiser. There are no guarantees of specific results for the Services. Amplify Online utilizes a proprietary methodology to execute the Services and not all online marketing activities outlined herein or in its marketing materials are useful or helpful every month, and therefore are performed on an as-needed basis. Amplify Online may use its employees, independent contractors, or partners, or any combination thereof, to fulfill the Services. If Advertiser fails to pay on time, Amplify Online may (1) terminate the Agreement, (2) remove equipment, software, services, deployments, or other resources provided as part of the Services (3) bring legal action, (4) Charge late fees of 1 ½% per month. Advertiser agrees not to disclose the details of this Agreement or other information related to the Services to anyone without the prior written consent of Amplify Online. Any charges from 3rd parties (Google or Facebook for paid ads or boost posts, merchant processing fees, cart provider fees, etc) will be paid directly to the 3rd party by Advertiser and are not included in the pricing herein nor in payments Advertiser makes to Amplify Online. SEO and PPC keyword targeting shall be collaborative between Advertiser and Amplify Online, and any changes to target keywords and/or target geography for SEO Services must be approved by a VP or owner of Amplify Online and may result in increased charges. The Term for payment of the Website packages is 24 months. The Term for Website Hosting is 24 months with successive automatically renewing 12 month Terms unless Advertiser sends Amplify Online a cancellation email at least 30 days prior to the end of the then current Term. The Term for the recurring marketing Services herein shall be 36 months, after which this agreement will continue to automatically renew for 12 month periods unless cancelled by email from Advertiser prior to 30 days before the end of a term. Monthly payment shall be due by the 1st of each month for that month’s services. Setup fees and the first monthly fee shall be due and collected upon the execution of this agreement by the Advertiser. The Start Date for the Services, unless agreed in writing otherwise, is the date the Advertiser executes this Agreement. Monthly fees for the first month shall not be prorated unless the Start Date for the Services is after the 20th of the start month.

Amplify Online reserves the right to cancel projects at anytime if Advertiser fails to pay, threatens a lawsuit, becomes adversarial, or fails to respond to requests to provide info per their responsibilities outlined herein over an extended period of time in a way that materially impacts Amplify Online’s ability to provide the Services or for other reasons at Amplify Online’s discretion. If Advertiser authorizes Amplify Online to do additional work not within the scope of the Services provided for in the Order Form, such work will be billed at $169/hr, except for WordPress website updates of publish-ready content sent by the Advertiser, in which case it will be billed at $100/hr. For draft copy provided as part of website design packages, between 300-500 words per page will be provided.

This Agreement, together with the Order Form and any other documents or exhibits incorporated by reference herein, constitute the entire understanding and agreement of the parties and supersedes any and all prior agreements or understandings, written or oral, and shall be governed by and construed in accordance with the laws of the State of Utah. Exclusive jurisdiction and venue shall be in Salt Lake County, in case of any dispute concerning this Agreement. In the event of a dispute hereto, whether or not a final decision is ultimately rendered by the court, the prevailing party shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party. Waiver by Amplify Online of breach or default of any provision of this Agreement by Advertiser shall not be construed as a continuing waiver, and shall not be considered a waiver of any other breach or default of this Agreement. Clauses in this Agreement that govern items that occur after termination of this Agreement shall survive such termination. This Agreement shall be binding upon and enure to the benefit of Advertiser and Amplify Online and their respective successors and assigns. The agreements set forth in this Agreement are solely for the benefit of and enforceable by the parties to this Agreement. If any term of this Agreement is found unenforceable, the remainder of the agreement shall remain in full force and effect. Advertiser warrants that everything it provides Amplify Online to employ in the Services is legally owned or licensed to Advertiser. Advertiser agrees to indemnify and hold Amplify Online harmless from any and all claims brought by any third-party relating to any aspect of Services. Advertiser grants Amplify the right to identify it as a client of Amplify Online in Amplify Online’s marketing and on Advertiser’s website.

Advertiser is the authorized owner or representative of the website(s) for which Advertising Services will be performed. Advertiser affirms that its website and any data provided by Advertiser to Amplify Online does not violate any laws or infringe on any third party rights and is not false or misleading and will not result in any fraud or harm of any kind to any entity, is not slanderous or defamatory, is free of malware and adware and does not contain or promote or link to anything illegal or violent or discriminatory. Advertiser authorizes Amplify Online to modify its website as needed to perform the Services. Advertiser’s approval is not required, nor is notification to Advertiser by Amplify Online, prior to code/meta changes not visible to website visitors. Amplify Online will notify Advertiser of website changes that are visible to website visitors via email 24 hours prior to publishing the same, and such website changes are deemed approved by Advertiser if no response is received by Amplify Online prior to publishing the same. Advertiser is solely responsible for the quality and accuracy of its own website. Advertiser authorizes Amplify Online to modify its listings on 3rd party directory websites (such as Google, Yelp, Facebook, etc) without prior notice.

If a website design package is included in the Services selected by Advertiser, it will be built using the WordPress content management platform and premium industry leading themes and plugins unless otherwise agreed by the Parties. Advertiser is solely responsible to provide all content (copy, images, etc) to Amplify Online for all new website design projects, and all draft copy and images that are included in the Packages to be provided by Amplify Online are only for draft placement purposes only.

Advertiser acknowledges that websites sometimes get attacked, and despite the security features and best efforts of Amplify Online and its hosting platform, partners, and providers, … Advertiser’s website may still get attacked. Responses and repairs related to attacks and website outages that occur despite the security measures provided in the hosting Services will be charged to Advertiser as hourly Technical Work. Amplify Online will send a billing statement only upon request from Advertiser. All outputs of the Services not licensed to a 3rd party are provided by Amplify Online to Advertiser as work-for-hire.

Advertiser acknowledges that 3rd party vendors such as domain registrars, IT companies, merchant processors, email providers, etc, have an effect on timelines beyond Amplify Online’s control. No website looks exactly the same in all browsers. The websites built by Amplify Online are designed to look and work well in a variety of the most commonly used browsers and mobile devices. Advertiser is responsible for its own responsiveness to Services related communications and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Services. In order to provide the Services, Amplify Online may require admin or ownership rights and login access to Advertiser’s various online directory and social media accounts and other online assets – and advertisers hereby grants such access and Authorizes Amplify Online to claim, manage, and optimize such assets on behalf of Advertiser.

Amplify Online recognizes that the needs of Advertiser may change over the course of this Agreement, and will accommodate such changing needs with modification of the Services by mutual agreement based on an equitable shift in work effort. Advertiser acknowledges that online marketing is a rapidly evolving and highly technological service, and therefore hereby authorizes Amplify Online to adjust its methodology and the make up of the Services without changes to price to best improve Advertiser’s online presence and reach. Amplify Online will notify Advertiser 30 days prior to price increases in the Services, and may change prices for any new automatically renewing Term. In the event Advertiser chooses to terminate services prior to completion of the contract Term then Advertiser agrees to pay an early termination fee equal to the remaining Contract Value (number of remaining months multiplied by the monthly fee). No pro-rated refunds for partial Terms or months will be provided. Advertiser will not hold Amplify Online or its affiliates, employees, contractors, or other fulfillment or promotional partners liable or responsible for the activities of visitors who come to Advertiser’s website(s) through the Services.

Advertiser agrees to defend, indemnify, and hold harmless Amplify Online, its fulfillment and distribution partners, independent contractors, affiliated companies, and any of their respective officers, directors, employees, representatives, and agents (herein collectively referred to as “Indemnified Party”), from and against all claims, actions, losses, damages, attorneys fees, and costs that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Services performed on behalf of Advertiser, Advertiser’s client’s website(s) or contents therein, Advertiser’s conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation, or warranty herein. This indemnification excludes any Claim that arises solely from the acts or omissions of an Indemnified Party, as to that party. An Indemnified Party will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of Indemnified Party, and will cooperate with Advertiser at Advertiser’s expense. An Indemnified Party shall have sole discretion to accept or reject the law firm Advertiser chooses to defend the Indemnified Party, which firm must be experienced in defending similar claims. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of an Indemnified Party without the prior written consent of that party. An Indemnified Party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Amplify Online shall have the right to set off any liability of Advertiser to Amplify Online with respect to a Claim against any amounts held on deposit with Amplify Online by Advertiser.

LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold Amplify Online or its contractors, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. Advertiser further acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for the Advertiser. Advertiser will give Amplify Online timely notice and allow Amplify Online a reasonable opportunity thereafter to cure any identified errors or omissions. Amplify Online makes no representations or warranties relating to the results of the Services, including without limitation, the number of impressions, click-throughs, or leads and any promotional effect or return on investment thereof. As Amplify Online relies on third parties for certain data, Amplify Online makes no guarantees regarding the accuracy, reliability, or completeness of any such data, including but not limited to usage statistics.

In no event shall Amplify Online or its contractors be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.