1.1. Core Local

A. Term. The initial term of this Agreement begins on the Signature Date and continues for one (1) year (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (as defined below), the term of this Agreement will automatically be extended for additional consecutive one (1) year periods (each, a “Renewal Term”) unless either Party provides at least thirty (30) days advance written notice of non-renewal to the other party prior to the end of the then current Initial Term or Renewal Term, as applicable. The “Term” means the Initial Term and any Renewal Terms, collectively.

B. Additional Disclaimers. Merchant acknowledges and agrees that (i) Certain services may involve the distribution of Merchant Content and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search websites, social media websites, mobile apps or other online properties (the “Publisher Sites”); (ii) all Merchant Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies; (iii) Premier Business Advantage does not guarantee that any Merchant Content will be displayed on any Publisher Site; and (iv) the appearance and/or location of any Merchant Content may change at any time. Merchant further acknowledges and agrees that Premier Business Advantage shall have no liability for any Publisher Sites, including their availability or any change in the Publisher Sites, for any decision by a Publisher to reject or modify any content submitted, or for any other decision, change or other action described in clauses (ii), (iii), or (iv) of the preceding sentence.

C. Updates and Additional Terms. Premier Business Advantage reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the services from time to time. Merchant agrees that its use of and access to certain services are subject to the “Relationship with Publishers” (defined below), and are incorporated into, and form a part of, this Agreement.

D. Relationship with Publishers.

a) Premier may add new publishers (“Publishers”) to your subscription from time to time. If a Publisher that is included in your subscription is dropped from the network, or if that Publisher no longer accepts listings from clients that are not small businesses, then such Publisher will no longer be included in your subscription. b) Publishers that are included in a subscription may incorporate your location data within their databases and may make the location data available to their respective data clients both during and after the term of this Agreement. Notwithstanding anything herein to the contrary, certain features of listings (for example, synchronization and directory publications) may not apply to data aggregators, submission Publishers or navigational Publishers.

c) You may be required by certain Publishers to agree to such Publishers’ terms and conditions or other policies regarding use of such Publisher Sites. In such event, if you wish to have your content published on such Publisher’s site, you hereby agree to comply with all such terms. Upon any actual or alleged failure to comply with such terms, in addition to our other rights and remedies, Premier Business Advantage will have the right to immediately suspend access to that Publisher or suspend provision of the applicable Service subscription(s) until such failure is cured by you and/or, if directed by the Publisher, to terminate the applicable Service subscription.

d) Some features may require Premier Business Advantage to access, on your behalf, Publisher accounts and, as applicable, to post content to and/or retrieve content from such accounts. By using a feature that requires Premier Business Advantage to access such accounts, you give Premier Business Advantage your consent and authorization to access such accounts and, as applicable, to post content to and retrieve content from such accounts.

e) The locations purchased may be located in any country unless prohibited by law.

f) Duplicate suppression is available no more often than once every three months. Premier Business Advantage makes no guarantee that all duplicate listings will be identified and removed.

E. Photos and Videos. Premier Business Advantage may allow you to link to and share public photos and videos posted on various social media sites. For any photo or video collected via this feature that you display or link to, you hereby represent and warrant to Premier Business Advantage that you have the full legal right, power, and authority to share, display or link such photo or video. You further represent and warrant that you will not use this feature in a manner that would be: (i) unlawful, or (ii) infringe, violate, or otherwise interfere with any intellectual property right, privacy right, or publicity rights or another party. Premier Business Advantage reserves the right to withdraw your access to this feature at any time and for any reason.

1.2. Social Media Posting

A. Term. The initial term of this Agreement begins on the Signature Date and continues for six (6) months (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (as defined below), the term of this Agreement will automatically be extended for additional consecutive six (6) month periods (each, a “Renewal Term”) unless either Party provides at least thirty (30) days advance written notice of non-renewal to the other party prior to the end of the then current Initial Term or Renewal Term, as applicable. The “Term” means the Initial Term and any Renewal Terms, collectively.\

B. Social Media Accounts. Your company must have an activate Facebook, Twitter, and/or Google+ pages. Premier Business Advantage is not responsible for creating social media pages. You must provide to Premier Business Advantage your login credentials to the chosen social media sites. Should you update your login information, it is your responsibility to provide the updated information to Premier Business Advantage to avoid interruption of service. Premier Business Advantage is not responsible for a delay in service due to change to social media accounts.

C. Content. All content posted to two of the three following social media sites (Facebook, Twitter, and Google+) is specifically created for your business and posted once a day, every day. Articles and images are carefully chosen to interest your target audience. Premier Business Advantage will also promote your products and/or services at least once per week.

1.3. Blogging

A. Term. The initial term of this Agreement begins on the Signature Date and continues for six (6) months (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (as defined below), the term of this Agreement will automatically be extended for additional consecutive six (6) month periods (each, a “Renewal Term”) unless either Party provides at least thirty (30) days advance written notice of non-renewal to the other party prior to the end of the then current Initial Term or Renewal Term, as applicable. The “Term” means the Initial Term and any Renewal Terms, collectively.

B. Content. All blogs are original writing, created exclusively for your business. Any violation of any other intellectual property right holder or of any practices not consistent with providing all-original content is grounds to terminate the Agreement. Each blog will contain one (1) focus keyword and optimized following SEO best practices, including: page title, meta description, image, page url, overall content, and more.

C. Content Management System (Website Structure). For Premier Business Advantage to perform blogging services, Merchant website must be constructed in a content management system in which Premier Business Advantage can work. Premier Business Advantage works solely within WordPress. If Merchant website is not constructed within WordPress, Premier Business Advantage may recommend a website redesign on the WordPress Content Management System. Should this be the case, the Merchant is responsible for the cost and fees associated with a new website, in addition to blogging cost and fees. Merchant may opt out of a website redesign, in which case Premier Business Advantage will not be able to perform blogging services directly to the website.

1.4. Website Design

A. Term. The initial term of this Agreement begins on the Signature Date and continues for one (1) year (the “Initial Term”). Upon expiration of the Initial Term and each Renewal Term (as defined below), the term of this Agreement will automatically be extended for additional consecutive one (1) year periods (each, a “Renewal Term”) unless either Party provides at least thirty (30) days advance written notice of non-renewal to the other party prior to the end of the then current Initial Term or Renewal Term, as applicable. The “Term” means the Initial Term and any Renewal Terms, collectively.

B. Timeline. Premier Business Advantage strives to work within a standard timeline in the development of your website. In Premier Business Advantage’s standard timeline, the website consultation takes place within 7 business days after the date of sale, the design is sent to Merchant for approval within 14 business days, the updates are received and completed within 25 business days, and the domain is live within 30 business days after the date of sale. While Premier Business Advantage strives to maintain this timeline, there is no guarantee that your website will be completed in this timeline due to varying circumstances. To ensure the quality of service and the happiness of its merchants, Premier Business Advantage retains the right, in certain circumstances, to move forward to complete the website without your consent if you delay the project. Although Premier Business Advantage reserves the right to move forward for any given reason, Premier Business Advantage stands by a satisfaction guarantee, in which Premier Business Advantage will complete all changes and revisions you would like until you are happy with the website. If your website is moved forward without your consent, Premier Business Advantage will complete any needed revisions and updated to your satisfaction.

C. Content. You must provide your own written content, and Premier Business Advantage is not responsible for spelling or grammar errors of such content. You understand that it is your responsibility to ensure the correct content is submitted to Premier Business Advantage in a timely manner. All photos, images, and written content must be delivered to Premier Business Advantage in a digital format and must follow all copyright laws.

D. Approval. Premier Business Advantage offers a satisfaction guarantee, and throughout the design process, you will have several opportunities to review the content and design in detail. Premier Business Advantage requests that if you have any changes, you create one list of all requested revisions. It is your responsibility to thoroughly review the website and its content and request any necessary updates and revisions. Premier Business Advantage is not responsible for spelling or grammar errors. Once the website goes “live,” you agree that Premier Business Advantage has satisfactorily rendered its services and that the website is functional to your satisfaction.

E. Changes. Premier Business Advantage’s monthly service and support includes minor changes and updates to your website, including text and pictures. If at any time you need to make a change to your website, please contact Premier Business Advantage and Premier Business Advantage will make the requested change. Please note that these changes cannot include any features or options that were not paid for in your initial invoice. If changes outside of your initial invoice are requested, you will be provided with a separate quote for said changes.

F. Domain Transfers. Premier Business Advantage retains the right to charge for any type of domain transfer away from Premier Business Advantage’s system. See ICANN for more information.

G. Hosting Exemptions. If your website is not hosted on Premier Business Advantage’s servers, Premier Business Advantage cannot guarantee that your website will work correctly. In these cases, Premier Business Advantage is not liable for any security issues and cannot be held accountable for any hosting issues or downtime.

H. Split Payment Options. Subject to Premier Business Advantage’s approval, in its sole discretion, Premier Business Advantage may offer a split payment option in which the initial contract payment is split in two parts. You understand the fact that Premier Business Advantage is expending resources on the design, development and hosting of your website which may exceed the amount of your first payment. Under normal circumstances, your website will be complete within four (4) to six (6) weeks from the date of your invoice; however, if your website is not complete 60 days after the date of your invoice due to your delay in responding to Premier Business Advantage’s requests for information needed to complete the website, you authorize Premier Business Advantage to charge the second payment.

I. Miscellaneous Provisions. Premier Business Advantage regularly backs up the server for all of its merchants’ websites. While Premier Business Advantage’s servers are generally reliable, Premier Business Advantage is not responsible for downtime due to server malfunction. In the event of server malfunction, Premier Business Advantage will work to restore your website and email functionality as quickly as possible, or keep you informed of progress updates. Premier Business Advantage strives to operate within Google’s “Webmaster Guidelines,” and in doing so, refrains from guaranteeing any particular ranking as a result of its marketing efforts. It is your responsibility to ensure that any and all content submitted to Premier Business Advantage is original content and that does not infringe on any third-party copyrights, trademarks, or other intellectual property rights. You further agree that you will assume full responsibility and liability for any infringement of your website, including but not limited to the website’s content or design. Premier Business Advantage retains the right to use your website for prospective merchants and for Premier Business Advantage’s portfolio.

2.1. Representations and Warranties; Disclaimer. Each Party represents and warrants that this Agreement constitutes its valid and binding obligations and is enforceable against it in accordance with the terms of this Agreement. Except for the express warranties stated in this Section 4, each party disclaims all other representations and warranties, whether implied by operation of law or otherwise, including, without limitations, any implied warranties of merchantability, fitness for a particular purpose, non-infringement and any representations or warranties arising from a course of performance, course of dealing or usage of trade.

2.2 Indemnity. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party and its affiliates, and each of their respective officers, directors, employees and agents from and against any and all liabilities, losses, damages, claims, causes of action, and expense (including reasonable attorneys’ fees and disbursements) in connection with any third party claim to the extent resulting from or based upon any breach of this Agreement by the Indemnifying Party, of the gross negligence or willful misconduct of the Indemnifying Party or its affiliates or contractors in connection with the performance of this Agreement. Neither Premier Business Advantage nor any of its third-party content providers shall be liable for any damages, of any kind, whether direct, indirect, incidental, consequential, or punitive, otherwise, for any lost revenues or profits of any Merchant.

2.3 Privacy Statement. Premier Business Advantage understands that privacy online is important to its clients. Upon purchasing services from Premier Business Advantage, Premier Business Advantage may collect additional personal information including, but not limited to: credit card numbers, account number, bank account information, other financial or business information, your personal clientele information, and any combination of personal information that could be used to determine your or third parties’ indentiy(ies) (“Personally Identifiable Information”). Except as set forth herein, Premier Business Advantage does not share Your Personally Identifiable Information with any other third party. Personally Identifiable Information collected by Premier Business Advantage is securely stored and is not accessible to third parties or employees of Premier Business Advantage except for use as indicated herein. Premier Business Advantage has entered into and will continue to enter into partnerships and other affiliations with a number of vendors. Such vendors may have access to certain Personally Identifiable  information on a need-to-know basis for evaluating authorized Merchants for service eligibility. Premier Business Advantage’s privacy policy does not cover the vendor’s collection or use of this information. Premier Business Advantage will disclose Personally Identifiable Information in order to comply with a court order or subpoena or a request from a law enforcement agency to release
information. All of our employees are familiar with Premier Business Advantage’s security policy and practices. The Personally Identifiable Information of our visitors and authorized Merchants
is only accessible to a limited number of qualified employees. While Premier Business Advantage takes commercially reasonable measures to maintain security, electronic communications and databases are subject to errors, tampering, and break-ins, and Premier Business Advantage cannot, and does not, guarantee or warrant that such events will not take place and Premier Business Advantage will not be liable to visitors or authorized Merchants for any such occurrences.

2.4 Agreement Signature: As the person signing on behalf of the business designated on the Marketing Services Agreement as the Merchant, I certify that I am an owner, partner or officer of the Merchant and have been duly authorized to sign this Agreement and bind the Merchant to the Marketing Services Agreement. Merchant and each Guarantor signing below hereby acknowledge that they have each read this Agreement and agree to be bound by the Terms and Conditions contained in these documents. Merchant (and Guarantor when applicable) certified that all information provided in this Agreement is true, correct and complete.

By signing the Marketing Services Agreement, I agree that all fees have been sufficiently explained to me. As an authorized signer on the checking account identified in the Marketing Services Agreement, I authorize Premier Business Advantage to perform electronic funds transfer debit and/or credits from the account for payments due or when applicable, apply electronic funds transfer credits. It is my responsibility to inform Premier Business Advantage of any bank changes on recurring transactions. By signing this Agreement, I understand and authorize all of the above charges and agree to the term of contract outlined in the Terms and Conditions, and each term following unless cancelled 30 days prior to the end of the current term. All monthly dues are prorated for the first month and charges begin within 10 days after the date signature on this Agreement. In the event I cancel this agreement before the end of the initial term, I understand that Premier Business Advantage will charge me the total of the remaining monthly fees at the time of cancellation. I also agree that if I cancel the credit card processing agreement, but wish to maintain my Premier Business Advantage marketing services, my monthly fee for these services will change to the applicable monthly fee.

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