Terms and Conditions of Service
Terms of service
effective January 1, 2015
This agreement takes effect the moment first payment is made by purchaser (“Customer”) to Vital Mantra, LLC (“Company”).
In consideration of the promises rights and obligations set forth in this agreement, Client and
Company hereby agree as follows:
- Length of Agreement and Renewals
The duration of the initial term of this agreement shall be twelve (12) months. The term is considered to have begun once Customer’s first required payment has been received by Company. Upon expiration of the initial term, this agreement is renewed in its entirety unless Company receives notice from Customer to cancel renewal not less than 10 business days before contract renewal date. If the contract renewal date falls on a weekend, the effective date shall be the following day that is not Saturday, Sunday or a federal holiday recognized by banks.
- Services provided
Company agrees to create, manage, and optimize the following products and services under various targeted keywords in Customer’s business operating area:
- Mobile Friendly Website
- Video Production
- Video Optimization
- Google Map listing
- Other online directory listings
- Google+ page
In instances where Customer has already created some or all of the listings above, Company will optimize the existing listing(s) or create new ones as Company sees fit. Customer agrees to comply with Company requests for access to previously created listings. Targeted keywords are selected solely by Company.
- Production Timelines
The Company shall make every reasonable effort in the development of Customer’s campaign and strives to deliver the mobile friendly website, personalized video commercial, and branded social media within a maximum of 30 days from the date of sale. Customer acknowledges this timeline will be impacted negatively if Customer fails to respond to communications and or requests from Company in a timely manner as determined by Company.
- PIN Verification:
Certain Customers will receive PIN number(s) sent via US mail. Customer agrees to report the PIN number(s) to Company in a timely fashion. Customer acknowledges failure to do so may negatively affect Company’s efforts and affect the Performance Guarantee. Because the PIN postcards are mailed by external companies, Company cannot be held responsible for Customer’s receipt or non receipt of said postcard.
- Unlimited Changes Period
Customer is allotted unlimited changes for the first 30 days from the date of the delivery. Customer acknowledges it is their responsibility to use this time to review and request any changes required to reach satisfaction with the website. After the 30 day unlimited changes period, Customer will receive 30 minutes worth of changes per month. Customer will be advised to launch upon date of delivery, postponing the launch date will affect the Performance Guarantees.
- On Going changes policy
Customer agrees to submit all change requests through Company’s ticket system at www.vitalmantra.freshdesk.com Customer understands no changes will be accepted via e-mail unless explicitly directed to do so by a Company representative. Customer understands that changes normally take 5-10 business days, but can take longer depending on the extent of the requested changes. Expected timelines for such changes are communicated on a one-on-one basis but such timelines are estimates and are in no way binding.
- Non-covered Changes
Customer acknowledges and agrees that some types of changes are not covered by the standard monthly changes policy because they require 3rd party assistance such as, but not in any way limited to: a specialty plugin, custom programming, or in-depth custom design work. Determination of the need for 3rd party assistance is at the sole discretion of Company. When such a determination is made by Company that a requested change falls outside the scope of included monthly changes and is therefore ‘special’, Customer will (1) be notified via telephone, email or another accepted form of communication (2) receive a call from a Company agent to discuss the implications of the requested upgrade that may need 3rd party assistance. It is also understood by Customer that electing not to pay for the service (1) constitutes Customer’s withdrawal of pertinent change request(s) (2) has no effect on future hosting obligations (3) does not entitle Customer to a refund of any kind for hosting fees, design fees, or any other fees associated with the maintenance and upkeep of Customer’s website.
If, in the course of Customer making their own changes in their control panel, Customer causes damage in anyway to the website, Company may require fees in addition to the existing obligation in order to repair the website. Determination of applicable charges is at the sole discretion of Company.
For the services included under this agreement, Customer shall compensate Company as agreed at the time of sale. The Company reserves the right to pursue any or all of the following remedies: (1) terminate the agreement, (2) remove services or resources owned by Company, (3) bring legal action.
- 72 Hour Right To Rescission
Cancellations requested within 72 hours of the purchase will receive 100% refund. Cancellation requests are to be initiated through Company’s online ticketing system at www.vitalmantra.freshdesk.com.
Customer understands the importance of his participation during the term of this contract and agrees to respond to communications and requests from Company in a timely manner. Customer acknowledges their failure to communicate reasonably with Company may affect the overall performance of Company’s efforts and Performance Guarantees.
- Performance Guarantees
The following is concerning our Performance Guarantees:
If your video commercial isn’t on page one in 30 days, one month’s credit will be applied to your account
If your local map listing isn’t on page one of one of the major search engines within 90 days, one month’s credit will be applied to your account
If your mobile website isn’t on page one of the major search engines within 120 days, one months credit will be applied to your account
All credits must be requested by Customer no less than 150 days but no more than 180 days from the start of this agreement, Customer shall receive one (1) free month’s hosting for each guarantee that is not met by Company for a maximum total credit of up to three (3) months. No further credits, refunds, or any other type of financial adjustments will be made after such a credit has been tendered. All final decisions regarding the assignment of said credits will be made at the sole discretion of Company management.
- Product/service Disclaimer
Not all products and services may be available in all countries, provinces, cities, and states in which Customer offers services. It is the responsibility of Customer to determine availability. The availability of a product or service shall have no bearing on the validity of this document.
- Acceptable Use of service
Customer is responsible for confirming compliance with all local, regional, national and international laws. Any website(s) or companies found to be in violation of any laws will be terminated from Company’s service immediately without notice or refund of charges paid. Company cannot be held liable or accountable for content on customer’s site(s.)
Company will not accept sites that promote, sell or facilitate copyright violations, online gambling, guns and ammunition, prescription medication, fake or replica products. Company reserves the right to refuse service to anyone at any time for any reason.
- Customer Disclosure:
Customer agrees to inform Company, in writing, of any internet advertising campaigns it has performed or is performing prior to agreeing to service as well as any campaigns started after agreeing to service. Failure to disclose this information may compromise the services provided by Company as well as affect Performance Guarantees. In addition, Customer must provide 1 physical location address which can receive mail for each service location. Without a physical location, it is not possible for Company to perform its contractual obligations.
- Account Termination/Cancel (after initial 72 Hour right rescission period)
After the aforementioned rescission period ends, cancellation requests are to be initiated through Company’s online ticketing system at www.vitalmantra.freshdesk.com. Any fees paid in advance of service, including annual prepayments, will not be eligible for refund as all sales are final. If the cancellation request occurs before the expiration of the initial term of this agreement, customer shall be required to pay 50% of the owed balance to end this agreement in consideration of implicit and explicit expenses Company incurred on behalf of Customer. Cancellation requests must be received ten (10) business days prior to the following payment date in order to avoid that month’s payment. Determination of compliance with this requirement shall be at the sole discretion of Company. Company will not issue prorated refunds regardless of the cancellation date. Company reserves the right to cancel without refund any of its customers’ accounts for any reason, at any time, with no requirement for disclosure of such reason.
- Domain Names
Company purchases one (1) domain to be maintained by Company. Customer is responsible for cost of yearly renewal services at set fee of $25.00 to be billed by Company not more than ninety (90) days before said domain’s expiration. Upon expiration of this contract, Company will transfer said domain into Customer’s account upon request. Customers that cancel before the agreed upon expiration of this contract may purchase the domain for a set fee of $99 after all other financial obligations have been met. Requests for domain transfers must be received by Company on a date no later than 30 days from the date of cancellation. Any unclaimed domains are designated as abandoned and as such are managed at the sole discretion of Company.
Company will not issue refunds for services after the initial 72 hour period following signup has expired but exceptions may be made on a case-by-case basis. Customer acknowledges that refunds are not guaranteed and are issued at the sole discretion of Company management. Requests for refunds may take up to ten (10) business days to review before a final determination is made. Management reserves the right to use greater than ten (10) business days to review the complaint if deemed as necessary. Company cannot and does not make return on income (ROI) guarantees nor are refunds issued based upon ROI.
- Agency of Record (AOR) Agreement
Customer hereby appoints Vital Mantra as its Agency of Record to provide services related to Customer’s local online advertising and search engine optimization. Customer authorizes The Company to take, on Customer’s behalf, all actions deemed advisable by Company to perform these services.
- Customer Acknowledgement Related to Company’s Monitoring
Customer acknowledges that Company does not purport to monitor the content of any hosted materials or the use of the Services.
- Limitations of Liability
Company shall not be liable for any direct, indirect, incidental, special or consequential damages that result from Customer’s use or inability to use the Services; or from any damages resulting from any failure of performance of the Services. Company shall have no liability of any kind for damages arising from downtime or other unavailability of Services. Company is not responsible for lost files, improper links or any other loss that may occur in the rendering of the services as per this agreement.
- Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.
- No Third Party Beneficiaries
This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.
23.1. Indemnification by Customer. Customer certifies that all content provided by Customer to Company are legally owned and or licensed to Customer. Customer agrees to defend and indemnify Company, its successors, suppliers, affiliates, officers, directors, employees, subsidiaries, and assigns from any claims arising from Customer’s use or inability to use the Services. Customer also agrees to defend and indemnify Company against any liabilities arising from:
(a) Customer Use for Unlawful Purpose. Any liability arising from Customer’s use of the Services for an unlawful purpose or in violation of any law or regulation.
(b) Product Liability Claims Against Customer. Any injury caused by any products and or services sold or otherwise distributed by using the Services.
(c) Intellectual Property Infringement by Customer. Any liability arising from Customer’s alleged infringement on the intellectual property or other rights of a third party.
- Call Recording
Company reserves the right to record all telephone calls to and from Company for purposes of training and quality control. It is understood that these recordings may submitted as exhibits during arbitration or any other dispute resolution. Customer also agrees to a recorded verification of the sale order process, and that such recording(s) can be used to solve any order discrepancy or financial obligation between Company and Customer including during investigations by 3rd party financial institutions.
- Governing Law and Venue
By purchasing Company’s service, Customer agrees that the law of the state of Florida shall govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this contract without regard to its conflict of laws rules.Customer also agrees and hereby submits to the jurisdiction and venue of the State of Florida, County of Orange, with respect to any such matters relating to Customer’s purchase of Company’s goods. Each party expressly disclaims application of the United Nations Convention on Contracts for the International Sale of Goods to this Terms of Service.
- Agreement to Arbitrate:
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orange County, Florida before one arbitrator. The arbitration shall be administered by JAMS and in English pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a Court located in the County of Orange in the State of Florida. All parties agree that the maximum liability and or penalty shall be limited to the amount actually paid for the services provided. Each party will bear its own costs for arbitration. The prevailing party in arbitration shall be entitled to reasonable attorneys ‘ fees. The arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.
- Attorney Fees
In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.
- Entire Agreement
This Agreement, together with the documents referred to in this Agreement, constitutes the complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.
- Modifications/Changes to the Terms of Service
Company reserves the right to modify these terms of service at any time, for any reason, at its sole discretion. Customer’s continued use of Company services following any such change shall constitute Customer’s agreement to follow and be bound by the updated terms of services. If Customer does not agree to the change(s) of the terms of conditions, Customer has the right to cancel all services with Company with no refund of services. Modifications to this agreement can also be made to include additional purchases made by Customer.
Form of Notice. All notices, demands, claims, requests and other communications between the parties shall be in writing.
Method of Notice. All notices shall be given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, (iv) by facsimile [or (v) by electronic mail] to the address of the party specified in this Agreement or such other address as either party may specify in writing.
Receipt of Notice. All notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the [fifth (5th)] day following mailing, whichever occurs first.
2305 Baker Ave
Orlando, FL 32833
- Authorized Agent
The undersigned hereby represents his or herself as a fully authorized agent of Customer with full authority and ability to act as, or act on behalf of, Customer.
The headings of the sections of this agreement are for convenience only and shall have no impact on the interpretation of these terms..
If any term of this Agreement is to any extent invalid, illegal, or incapable of being enforced, such term(s) shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.
Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.