By providing my information, I signify that I am an authorized representative of this business and I understand and agree with the terms and conditions in this Agreement.

Statement of Work: REPUTATION MANAGEMENT

Rainmaker Reputation Management – Tracking mentions & reviews, tools

Our Rainmaker Reputation Management solution provides a simple digital experience for your customer and a robust toolkit for your firm. It allows your firm to gather, manage, and market reviews and feedback to make customer experience the backbone of your business for each location of your firm. It features, tools, and reports so you can learn from, manage, and respond to your customers. Receive notifications, read and respond to feedback and reviews, share reports and insights.

Take action to manage your customer’s experience. It allows us to showcase reviews on your website to reap the benefits of SEO and enhanced search results helping you compete on search engine results pages and win new customers.

 

Terms and Conditions

Terms:

1.) This Master Agreement between Client and Company is effective upon the date signed and shall remain in force for a period of two (2) years.

2.) This agreement renews after the initial and each subsequent term for a period of twelve (12) months unless agreement is cancelled in writing and Company is notified 60 days before end of term.

3.)If either party terminates this agreement, Company will assist Client in the orderly termination of services, including timely transfer of the service(s). Client agrees to pay Company the actual costs of rendering such assistance.

4.) Ownership of Intellectual Property Rights and Trade Secrets The Parties understand and agree that all training materials, plans, prices, configurations, specifications, techniques, marketing and digital techniques, processes, software, algorithms, analytics and dashboards, schemas, screen prints and processes contained herein, and any modifications, extraction or extrapolations thereof, are the property and trade secrets of the Company and are subject to copyright protections and trade secret infringements.

5.) Any copyright notice does not imply unrestricted or public access.

6.) No duplication, usage, disclosure or publication thereof, in whole or in part, for any purpose is not permitted, except that which is expressly permitted by this Agreement.

7.) The URL and website, including design, content, images, and videos are the property of Client. Upon termination of the agreement, Company shall grant Client full rights to all product created including content, blog posts, videos, landing pages, Google AdWords account, website, and social media accounts provided account is paid current.

8.) Performance The Company shall perform the service(s) provided in the Addendum(s) in a professional manner and within an agreed upon time frame.

9.) The Company shall conduct itself in a manner that is consistent with the usual standards of companies in the same or similar business.

10.)Lack of timely response or feedback by the Client shall delay delivery dates and no partial credit or refunds will be given under these circumstances.

11.)If the Client is unreachable or unresponsive for a period of thirty (30) days or longer, the Client hereby gives the Company authorization to automatically provide services and deliverables without prior approval. The Client can request to edit or remove any auto-posted services or materials.

12.) Fees and Payments will be invoiced monthly to client on or near the first day of each month and are due upon issuance. Special projects may be invoiced on unique schedules and are due upon issuance.

13.) Payments must refer to invoice numbers.

14.) After 30 days with an outstanding balance on client account, Company may cease to provide any further services until invoices are paid in full. Monthly and recurring charges will still accrue even though services may cease to be delivered by Company.

15.) Client will reimburse Company for all costs associated with collecting delinquent or dishonored payments, including reasonable collection and/or attorneys’ fees. Company may charge late payment fees at 5% per month or the maximum rate allowed by law for overdue payments.

16.) Refunds There are no refunds or pro-rating or credits for partial months.

17.) If any Addendum or offer includes any bonuses or specials, no refunds, pro-rating, or credits will be given if the Client fails to use, benefit from, or request the bonuses. Bonuses and specials are only available on accounts with active paid subscriptions.

18.) Guarantee The Company cannot and does not guarantee any specific results from the Services provided in this Agreement. Due to the inexact nature of these Services the Company cannot and does not warranty, pledge or promise any specific financial results, number of new leads or new clients, reductions in overhead, or an increase in the amount or quality of new cases.

19.) All services and systems are provided ‘As Is’, without any warranty of any kind, express or implied.

Termination: This Agreement shall commence from the date of Client signature and continue for an initial period of 24 months and shall automatically renew for a further period of 12 months unless terminated by either party not less than 90 days prior to the expiration of the current period.

Provided that the Company is not in default of the terms and conditions of this Agreement, this Agreement cannot be terminated or cancelled for any reason during the initial or subsequent terms. If the Client attempts to prematurely terminate this contract or refuses to make payment in a timely manner during the agreed upon contract term, the Client agrees to pay whichever is greater: (a) an early termination fee of eighty percent (80%) of the total contract price reduced by fees paid to date as of the date of termination or (b) the total amount due to date within thirty (30) days of the termination. This provision survives termination of the Agreement.

b. If the Client should prematurely cancel the Agreement or refuse to pay in a timely manner, the Company shall retain the full rights to all written content, marketing material, follow up sequences, action steps, third party account information, except for the prospect contact information.

c. At the end of the initial term, the Agreement shall automatically renew on an annual (12 month) basis until cancelled by the Client in writing ninety (90) days prior to the end of the term.

All fees will increase 4% per year automatically.

Severability: If any portion or portions of this agreement shall be, for any reason, held to be invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable, and carried into effect, unless to do so would clearly violate the present legal and valid intentions of the parties.

Arbitration: Any dispute, controversy or claim arising out of or relating to any provision of this Agreement or the interpretation, enforceability, performance, breach, termination, or validity thereof, including without limitation, this section, shall be solely and finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or JAMS.

Such arbitration shall be conducted in Phoenix, Arizona.

Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

The prevailing party in any such dispute, controversy or claim shall be entitled to an award of reasonable legal fees and costs. In no event shall the absolute liability of the Company or any of its employees, independent contractors, licensors or suppliers for all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the total amount of fees paid by the Client to the Company for the previous four (4) month period.

Attorneys’ and/or collection fees In the event a suit or action is filed to enforce this agreement, Company shall be entitled to reimbursement from the Client for all costs and expense incurrent by the Company in connection with the suit or action, including without limitation reasonable attorney fees at the trial level and on appeal as well as third party collection fees.

Force Majeure Company is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of civil or military authority (including courts and regulatory agencies), acts of God, war, riot or insurrection, inability to obtain required permits or licenses, blockades, embargoes, sabotage, epidemics, and unusually severe floods.

Confidentiality: The relationship between the Client and the Company and its duly authorized representatives is confidential. The Company will not at any time divulge any information regarding the Client’s database, client contact information, future plans, current activity, business affairs, financial information or any other proprietary information to any third party without the express written consent of the Client.

Company will not solicit or disclose any Client information, contacts, contact information or individual information for any purpose other than directly related to Company provided services to Client.

Placement Clause: Should Client hire, employ, contract, or use a third party to hire or contract a current or past Client employee, contractor, or subcontractor during the term of this Agreement and for a period of twenty-four (24) months following the termination of this agreement, there will be a placement fee equal to one (1) year salary or contract for said employee, contractor, or subcontractor immediately due to Company.

Indemnification: The Client shall indemnify The Rainmaker Institute, LLC and its authorized representatives, employees, independent contractors, officers, and agents and hereby agrees to hold each of them harmless from any and all damages, claims, debts, actions, assessments, judgments, losses, liabilities, fines, fees, penalties and expense (including, without limitation, reasonable expenses of defense, investigation and reasonable attorneys’ fees and expenses incurred in connection with any action, suit or proceeding) arising from actions taken by the Company and its authorized representatives or situations arising as a result of the services provided to the Client pursuant to this agreement. The Client accepts full responsibility for complying with all state and local attorney ethics in advertising and approval for all legal content in the emails and written content.

Limitation On Liability and Remedies: In no event will the company be liable for any incidental, indirect, special, consequential, or other similar damages in connection with or arising out of the use of or implementation of the Company’s services or systems.

Entire Agreement: This agreement, including all addendums, exhibits or schedules attached hereto, constitutes the entire agreement between the parties and contains all the agreements between the parties with respect to the subject matter hereof. The agreement supersedes any and all other agreements except executed addendums between the parties. Except as otherwise provided herein, no change or modification of this agreement shall be valid unless the same is in writing and signed by the parties. No waiver of any provisions of this agreement shall be valid unless in writing and signed by the party to be charged.