Growth-as-a-Service Terms & Conditions
Use of our digital marketing consulting services constitutes your acceptance of this agreement.
The terms and conditions set forth herein constitute the full and complete agreement for Purchased Services (hereinafter “Agreement”) between White Peak Growth Partners, LLC, of 1 E. Liberty Street, Suite 600, Reno, Nevada 89501 (hereinafter “White Peak” or “Us” or “We” or “Our”), and its assigns and licensees and you (hereinafter “Partner” or “You” or “Your”), and its assigns, agents, and contractors. This Agreement sets forth the terms and conditions of Partner’s use of White Peak’s Growth-as-a-Service service (hereinafter “Growth-as-a-Service”).
- TERM OF PURCHASED SUBSCRIPTIONS.
Unless otherwise agreed to in writing, this Agreement shall become effective as of the date You accept these terms (the “Effective Date“) and shall continue for a period of six (6) months (the “Initial Subscription Term“) and will automatically be extended thereafter for successive one (1) month terms (each a “Renewal Subscription Term“) (together and separately a “Subscription Term”), unless either Party terminates the Agreement as defined herein.
- PURCHASED SERVICE.
The Growth-as-a-Service services selected by You (“Purchased Services”) in your electronically signed proposal shall be provided by White Peak to Partner throughout the Subscription Term. The parties may amend the Purchase Services in writing at any time by mutual agreement.
- PAYMENT FOR PURCHASED SERVICES.
Unless otherwise modified by an amendment to this Agreement that has been signed by the Parties, Partner shall pay a monthly payment to White Peak equal to the price of the Purchased Services detailed on the electronically accepted proposal, each payment a “Subscription Fee Installment.” You shall pay the first Subscription Fee Installment online via ACH or credit card once you have accepted this Agreement. If You do not agree to be bound by this Agreement, do not electronically sign our proposal and do not provide us with Your Payment Method.
You will pay all fees specified in your electronically signed proposal, which is incorporated into this Agreement, by reference. Except as otherwise specified, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are noncancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term unless agreed to in writing.
- ONGOING PAYMENT OBLIGATIONS.
You will provide White Peak with bank account or credit card information (a “Payment Method”) to be kept on file by White Peak. You authorize Us to charge such Payment Method for all Subscription Fee Installments defined in this Agreement for the Initial Subscription Term and any Renewal Subscription Term(s) as set forth in Section 3 (“Term of Purchased Subscriptions”). Such charges shall be made in advance, on or about the anniversary date of Your first Subscription Fee Installment payment. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
If actual usage charges are applicable to your engagement, they will be invoiced in arrears on the last day of each month, and they are due payable by the fifteenth of the following month.
If you prefer to pay by credit card or debit card, you may do so as an alternative Payment Method provided that you agree to pay a 3% surcharge for any Subscription Fee Installment paid using a credit or debit card.
- OVERDUE CHARGES.
If a Subscription Fee Installment is not received by Us by the due date, then without limiting Our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is higher.
- SUSPENSION OF SERVICE AND ACCELERATION.
If any amount owed by You under this or any other agreement for Our services is ten (10) or more days overdue in the case of amounts You have authorized Us to charge to Your Payment Method, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under this Agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
- ATTORNEY’S FEES.
If either Party breaches any term, covenant, or condition of this Agreement, the breaching Party shall pay the other Party’s reasonable expenses, including attorney’s fees, incurred in enforcing its rights under this Agreement.
- PAYMENT DISPUTES.
We will not exercise Our rights under Section 7 (Overdue Charges) or 8 (Suspension of Service and Acceleration) above if, at White Peak’s sole discretion, You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
- HOLD HARMLESS.
Partner acknowledges and agrees White Peak has no control over the policies of search engines and/or social networks with respect to the type of sites and/or content that they accept now or in the future. The Client’s website or content may be excluded from any directory, social network, or search engine at any time at the sole discretion of the social network, search engine, or directory. If a social network, search engine, or directory refuses to list Partner at any time, White Peak will not be held responsible.
Further, due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, We cannot guarantee a particular search position or advertisement position for any particular keyword, phrase, or search term.
- WARRANTIES OF TITLE.
Partner represents and warrants that the use of all elements that Partner provides to White Peak for Purchased Services or otherwise, including text, images, ad copy, keywords or keyword phrases, or any other content, will not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, privacy and publicity rights, contractual rights, or other rights of any third party.
- GOVERNING LAW.
This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.
This Agreement may not be assigned to another party, in whole or in part, without White Peak’s written consent. Any attempt to assign this Agreement without such consent will be null and void.
This Agreement may not be terminated for convenience. Either Party may terminate this Agreement by providing written notice of termination to the other Party at least thirty (30) days prior to the end of a Subscription Term, at which point the Agreement will not renew beyond the then-current Subscription Term.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
- ENTIRE AGREEMENT.
This Agreement is the complete and exclusive agreement between the Parties with respect to the subject matter hereof the Purchased Services in Section 3 (Purchased Service), superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
- IN WITNESS WHEREOF,
White Peak and You enter into this Agreement to be mutually bound by its terms. By signing your electronic proposal for the Purchases Services referenced herein, you are accepting these Terms & Conditions (i.e., this Agreement) and that You warrant and represent that You have the authority and capacity to bind the Partner.