TERMS & CONDITIONS
Global Media Solutions, LLC.(“GMS”), will provide you with the specified products or services agreed to herein as referenced generally as Social Media Advertising Design (“SMAD”), Social Media Marketing Campaign Management (“SMMCM”), Search Engine Advertising Design (“SEAD”), Search Engine Marketing Campaign Management (“SEMCM”), Web Design and Hosting Services (“WDHS”), or Search Engine Optimization (“SEO”) services (collectively, “Services” or generically, “Service”). Your use of such Services shall be deemed to be your acceptance and acknowledgment to abide by this Agreement, including any materials available on the www.globalmediasolutions.com website, including but not limited to GMS’s privacy and security policies.
- Social Media Advertising Design or Search Engine Advertising Design Services. If you have purchased SMAD or SEAD Services, AMG will design multiple ad variations, based on your initial services selection, for your review and approval. You warrant all images or other media submitted by you, for use in such advertising, is yours to use, and does not violate any applicable copyright, trademark, or other protections, and AMG reserves the right to reject any such images or media submitted. Further, you agree to indemnify AMG against any claim for unauthorized use.
- Social Media Marketing Campaign Management & Google/Bing/Yahoo/Affiliated Search Engines Networks- Search Engine Marketing Campaign Management Services. GMS will create and/or administer all necessary advertising related accounts on your behalf, and will position your designated advertising, either created by AMG or submitted by client, on the Social Media Platform(s) or among the “Sponsored Results” on the Search Engine(s) and/or Search Engine Network(s), you selected, within ten business days of your approval or submittal of advertising, contingent upon your designated advertising passing the Quality Standards Review(s) imposed by the selected Social Media Platform(s) such as Facebook or LinkedIn, or Search Engine(s) such as Google and/or Bing/Yahoo. Those reviews consider, but are not limited to: Relevancy; Popularity; Keywords; Content; Local Relevance; Format and Layout. Certain types of advertising may require administrative level privileges on an existing account, and you agree to provide administrative level account access to GMS as needed and requested, said access enduring until services are terminated. For the purposes of this agreement, when selecting service on Google, Search Engine Marketing Campaign Management (“SEMCM”) is defined as the Exact Match targeted to google.com only unless amended in writing. Search Engine Marketing Campaign selections involve keyword searches, and such searches are subject to availability and GMS’s approval. Further, you understand that the availability of search terms and placement are affected by market conditions and as a result may change from time to time. In the event the costs incurred by GMS to maintain your current position increases substantially, GMS shall offer you the option of: continuing placement at the increased Fees or choosing another position for which the Fees are substantially the same as the Fees you are paying at the time of increase. In the event Fees for maintaining your current position substantially decrease, GMS will offer you the option of choosing another keyword search for which the Service Fees seem to offer better value at substantially the same Fees you are paying. Changes in Service Fees shall appear during the billing cycle immediately following the cycle in which the Fees change. In the event that neither a change in keyword search nor a change in monthly fees is a mutually acceptable option GMS., reserves the right to terminate service at its sole discretion. If GMS terminates service within a billing cycle you will be refunded the balance remaining for that cycle. You understand and agree that the Quality Standards Review(s) and alliances between independent social media sites, search engines, and the Yahoo! Search Network, Bing, and Google search engines are not under GMS’s control.
c.Web Design and Hosting Services (“WDHS”). If you have purchased WDHS Services, you will be provided with a selection of website templates and tools from which to choose a semi-custom website for your company, which GMS will host for an additional $10 monthly fee. If you wish for GMS to discontinue your hosting or affiliated marketing services of your website designed by GMS, then applicable site file transfer fees and domain transfer fees may apply. If your monthly agreement is not inclusive of Search Engine Optimization (“SEO”), you are allowed one “minor page change” per month. “Minor” changes are defined as image or verbiage changes. Changes involving significant style or structural changes, functions, or capabilities, can be billed to your account at the rate of up to $125/hr. As long as hosting Service(s) are provided by GMS you agree to display the logo, banner, or other branding of GMS and/or GMS partners or affiliates, including related linkage to www.globalmediasolutions.com and/or partner or affiliate website(s); and that any campaign performance metrics may be used as for reference, testimonial, or promotional purposes at the sole discretion and direction of GMS.
d.Search Engine Optimization / Seach Content Optimization (“SEO/SCO”). If you have purchased SEO/SCO services, GMS will charge a monthly fee in exchange for providing SEO guidance and best practices for off page and on page Search Engine Optimization. This is a consulting & technical service that aims to follow Google’s suggested methods for optimizing a client’s website. This service may include, but is not limited to: Website coding changes, website content creation, and external content creation on behalf of client. SEO performance reports may be requested at any time by a client and are typically provided monthly.
2.Privacy & Security; Disclosure. You may view GMS’s privacy and security policies (collectively, “Policies”) at www.globalmediasolutions.com/privacy. GMS reserves the right to modify the Policies at its reasonable discretion from time to time. You are responsible for knowing the current Policies, and your continued use of the Services indicates your agreement to the Policies as they may be modified or revised. GMS occasionally may need to notify all users of Services of important announcements regarding Service operation. You agree that GMS may disclose the fact that you are a user and the Service you are using. You further expressly consent to the recording or monitoring of any calls to and from GMS by using the services and confirm through your use of the services that you are aware of the same.
a.Monthly Fees. You agree to pay the Monthly Service Fee each month on the same date you opened your account. The Monthly Service Fee is due in advance of the delivery of Services. For example, if you opened your account onMarch 15, your Monthly Service Fee will be due on the 15th of each month thereafter until your account is terminated; the Monthly Service Fee for Services delivered from April 15 to May 14 would be due on April 15. Your monthly fees are not refundable if your account is terminated, regardless of the reason.
b.Fee Structures. Agency Fee structures vary widely in the Digital Marketing industry, sometimes even within client accounts. It is not uncommon for a client to compensate their digital agency using different fee structures for different types of media campaigns.
For our clients, the common agency fee model for paid media work is percentage of spend. On average, our agency margins range between 15%-60% of a client’s digital media spend on paid search, display, and social media advertising campaigns. Smaller clients may pay a higher percentage, while enterprise clients may pay a smaller percentage due to the larger dollar volume of their accounts.
Our clients’ fees may be adjusted at any time in accordance with historical campaign performance. Campaign optimization work from our Search Advertising Partners GOOGLE & BING and our own Certified Search Engine Marketing team typically result in improved response volume, relevance, and overall campaign performance each month; even with static monthly budgets. We reserve the right to lower our client’s fees at any time we deem necessary upon analysis of current and historical campaign performance data/conversion metrics by client/industry/market.
Margins typically range from 5%-15% for website development, digital content creation, and search engine optimization marketing services; these margins are also adjusted over time in accordance with performance metrics.
Fee-based models are available for our clients with a minimum $5K/month or $60k/year budget and are becoming more attractive for our clients because they provide predictable fee expectations; particularly on long-term accounts that require ongoing maintenance including monitoring/updating Conversion Metrics for all digital content, SEO rankings, and paid media/social media content delivery and management.
Clients are encouraged to test new digital campaign strategies and tactics with this fee-based model.
c.Set-up Fees. You agree to pay a nonrefundable account set-up fee for each Service you purchase. Annual Data Security and Risk Reduction fee of $99.99 billed once every 12 months unless merchant provides proof of PCI, EMV, and regulatory security compliance to GMS.
d.ACH Authorization. You hereby expressly authorize AMG to charge any fees due to it under the agreement for which these terms and conditions govern, an these terms and condition from the account authorized by you.
4.License Grant & Restrictions. In exchange for your access to and use of the Service and the fees you pay for such access and use, AMG hereby grants you a nonexclusive, nontransferable, limited right to access and use the Service, subject to the terms and conditions of this Agreement. Your license shall be solely for your internal business. You confirm that all persons accessing the Service under your password or on your behalf have your authority to do so, and you assume total and complete responsibility for their compliance with this Agreement. AMG reserves all rights not expressly granted to you. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the AMG., website, except as authorized in writing by AMG., or to “frame” or “mirror” any material or content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual but may be reassigned from time to time when new Users replace former Users who have terminated employment or the business relationship or otherwise changed the job status or function and no longer use the Service. AMG reserves the right to audit you, at AMG’s expense, to ensure compliance. However, in the event the audit in AMG’s reasonable determination indicates noncompliance, you agree to bear all reasonable costs associated with the audit, including AMG’s time, billed at AMG’s then-current consulting rates. You shall not: (i) send SPAM or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous or otherwise unlawful otortious us material, including material harmful to children or that violates third-party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs; (iv) interfere with or disrupt the Service’s integrity or performance or that of the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related system or network. Violation of your security obligations and/or the breach of any system or network security may result in civil or criminal liability. AMG may investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
5.User Content. One or more of the Services may include the means by which you can transmit, add or upload data, material, information or other content or materials (“User Content”). You agree not to use the Service for: (a) any activity that is unlawful (whether criminal or tortuous) under the laws of any jurisdiction to which you or AMG. is subject; (b) any activity that promotes others to act unlawfully; (c) any activity that constitutes competition with the Service; (d) uploading, submitting or otherwise making available material that infringes another’s copyright, trademark or other intellectual property rights; or(e) uploading, submitting or otherwise making available threatening, defamatory or obscene comments, proprietary, confidential or insider information, obscene or pornographic material, or falsified and/or misleading information (“Objectionable Content”).
GMS has no obligation to monitor User Content. However, GMS has the right to perform such monitoring, and the right (but not the obligation) to reject, withhold, remove and/or discard User Content without notice for any breach, including without limitation, your nonpayment. Upon termination, your right to access or use User Content immediately ceases, and GMS shall have no obligation to maintain or forward any User Content. GMS does not own any User Content. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all User Content. GMS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content.
6.Your Responsibilities. You agree that you will use the Service only for lawful purposes within the stated context of AMG’s intended and acceptable use of the Service, which shall be interpreted solely by AMG. You agree that you are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) immediately notify AMG of any unauthorized use of any password or account or any other known or suspected security breach; (ii) immediately report to GMS and use reasonable efforts to stop immediately any copying or distribution of Content that you know or suspect; and (iii) not impersonate another User or provide false identity information in order to gain access to or use the Service.
7.AMG Responsibilities. AMG has up to and including 45 business days from the date you sign up for Services to produce the Services ordered if these services are contingent upon client provided content, passwords, images or other media required to be submitted by you, for use in such Services. The client provided content is yours to use and will be used at AMG discretion as long as it does not violate any applicable copyright, trademark, or other protections, and AMG reserves the right to reject any such images or media submitted and assumes no responsibility for such content as provided by the client. AMG has up to and including 15 business days from the date you sign up for SST Services to produce the Services ordered.
8.Intellectual Property Ownership. AMG (and its licensors, where applicable) solely owns all rights, title and interest, including all related intellectual property rights, in and to the Services and related AMG.-provided Content (“Service Content”), and any suggestions, ideas, enhancements, requests, feedback, recommendations or other comments or information relating to the Service provided by you or any other party. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Service Content or intellectual property owned by AMG.
9.No Endorsement of Linked Sites. GMS does not endorse any websites linked through the Services or its website, and provides these links only for convenience. In no event shall GMS be responsible for any content, products or other materials on or available from such linked sites.
10.Term & Termination of Agreement. a. A thirty six (36) month agreement. Unless specified in the additional detail of the main agreement for which these are the terms and conditions to, this agreement is for the full term of the agreement and shall renew automatically for a 12-month term, unless either party notifies the other of termination with thirty (30) days prior notice.
b.Termination. i. By Notice. You may cancel your any agreement by providing an email to firstname.lastname@example.org or fax to 503-972-1875. You may receive a follow-up phone call for verbal confirmation to complete your cancellation. Notice must be received by customerserviceglobalmediasolutions.com at least 30 business days prior to your monthly bill date.
- For Cause. GMS, in its sole discretion, may disable your password and/or terminate your account or use of the Services at any time and without notice if GMS in good faith believes you have breached this Agreement. You acknowledge and agree that GMS has no obligation to retain the Customer Content and may delete such Customer Content if GMS terminates your account for breach and such breach is not cured within 30 days. You may cancel the agreement at any time upon 30-days prior notice if GMS if GMS is unable to meet the separately agreed upon metrics by you and GMS, which shall consist of you and GMS agreeing on metrics that you want and GMS is able to and does agree to provide in a similarly agreeable time period. In case of early termination by you without cause, you shall be responsible for paying the monthly minimum fee for the full accelerated remaining term, and hereby agree and assent to GMS automatically charging such cancellation fees ACH form the account authorized by you for all other GMS services .
c.Cancellation Policy. Your payment will be billed on the same day of each month moving forward (original billing date) for services on the Search Engine Networks and Social Media Sites of Google, Yahoo, Bing, Affiliate Networks, Facebook, Twitter, LinkedIn, & More. All SEM/SCO/SMAD/WDHS/SEO or any other agreed upon service from GMS are provided on a monthly basis (unless otherwise noted in written authorization submitted via fax, email, or signed contract), and will recur on a month to month basis. If you choose to cancel with GMS you must do so in writing (Fax: 503.972.1875) or via email to
email@example.com 3 business days prior to your above referenced billing date. All sales are final. Thank you for your business and please do not hesitate to call directly at 844-244-4818 or firstname.lastname@example.org with any questions regarding your account.
11.Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. GMS represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with GMS’s claims. You represent and warrant that you have not falsely identified yourself nor provided any false information in order to gain access to the Services. You represent and warrant that your access to the Services shall not violate any contract, statute, rule, regulation or other obligation under which you are bound. You represent and warrant that you shall not access the Services to conduct or solicit the performance of any business or activity that is tortuous or prohibited by law.
12.No Guarantee of Results. GMS makes no representations or guarantees regarding effectiveness or timeliness of the Services in meeting your business objectives. All sales are final. By agreeing to these terms, you also agree not to disparage or defame GMS in any respect or to make any derogatory comments, whether written (on public forums, Attorney General, Better Business Bureau, blogs, social networks, etc), regarding GMS.
13.Mandatory Indemnification. You shall indemnify and hold GMS., its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that access to the Service was unauthorized and such unauthorized access has caused harm to you or a third party; (ii) a claim alleging that use of the Customer Content infringes the rights of, or has caused harm to, a third party; (iii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iv) a claim arising from the breach by you of this Agreement, provided in any such case that GMS. (a) promptly gives you written notice of the claim; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release GMS. of all liability and such settlement does not affect GMS’s business or Services); (c) provide to you all available information and assistance; and (d) has not compromised or settled such claim.
GMS shall indemnify and hold you and your parent organization, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Services directly infringe on a copyright, a US patent issued as of the effective date of this Agreement, or a third party’s trademark; (ii) a claim, which if true, would constitute a violation by GMS. Of its representations or warranties; or (iii) a claim arising from GMS’s breach of this Agreement; provided that you (a) promptly give GMS written notice of the claim; (b) give GMS. sole control of the claim’s defense and settlement (provided that GMS. may not settle or defend any claim unless it unconditionally releases you of all liability; (c) provide to GMS. all available information and assistance; and (d) have not compromised or settled such claim. GMS shall have no indemnification obligation and you shall indemnify GMS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any of your products, services, hardware or business process(es).
14.Disclaimer of Warranties. GMS and its licensors make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or any Service Content. GMS and its licensors do not represent or warrant that (a) the use of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Services will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations, (e) errors or defects will be corrected, or (f) the Services or the server(s) that make the Services available are free of viruses or other harmful components. GMS makes no representations or guarantees regarding effectiveness or timeliness of the Services in meeting your business objectives. The Services and all Service Content is provided to you strictly on an “as is” basis, all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchant ability, fitness for a particular purpose or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by GMS and its licensors, employees, partners, affiliates, or other business partners.
15.Service Disputes. Should you dispute any charge by GMS for services rendered, and should a bank, processor or other organization with jurisdiction over the dispute deem your dispute to be without merit, you agree to pay GMS a fee of $500 for each fraudulent fee dispute.
16.Internet Delays. Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. GMS is not responsible for any delays, delivery failures or other damage resulting from such problems.
17.Downtime. You hereby acknowledge and agree that the Services may be inaccessible for a period or periods of time for purposes of maintenance, installation, update implementation, replacements, back-up or modification. GMS hereby disclaims, and you hereby waive, any and all responsibility of GMS resulting from GMS’s inability or failure to provide the Services during such downtime.
- Limitation of Damages. GMS shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, and regardless of whether such damages are reasonably foreseeable. Notwithstanding any provision to the contrary, the liability of GMS for any reason and for any cause of action whatsoever in connection with this Agreement, the Services, the Service Content or the services provided by GMS shall not exceed the total amount of money paid by you to GMS within the 12 months preceding the date on which such claimed damage or injury arose. This paragraph shall survive in perpetuity subsequent to termination or cancellation of this Agreement. Further, you agree that any claim brought under this agreement or against GMS shall be brought in arbitration under the arbitration rules of the American Arbitration Association. And that any and all claims that you have against GMS shall be brought separate from any other individual or entity and that you shall not participate in bringing an arbitration as part of a class. The arbitration shall occur and be brought in the state and county where you are located for any and all disputes brought by you against GMS.
19.Local Laws and Export Control. The Services may provide and use software and technology that may be subject to United States export controls administered by the US Department of Commerce, the US Department of Treasury Office of Foreign Assets Control and other US agencies. You acknowledge and agree that the site shall not be used, and none of the underlying information, software or technology may be transferred or otherwise exported.
20.Notice. GMS may give notice by means of a general notice on the Services, via electronic mail to your email address on record in GMS’s account information or by written communication sent by first class mail or prepaid post to your address on record with GMS. Such notice shall be deemed given upon the expiration of 24 hours if sent by email or 3 days after mailing or posting (if sent by first class mail or prepaid post). You may give notice to GMS at any time by email to: email@example.com. Your notice will be deemed given when received by GMS.
21.Amendments and Modifications. GMS reserves the right to modify the terms and conditions of this Agreement or its policies related to the Services at any time, effective upon posting of an updated version of this Agreement on the GMS website or upon delivery of a copy of the updated version by email or post. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such amendments or modifications shall constitute your consent to such amendments or modifications.
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