Disclaimer

The www.nextlevelsem.com Web Site (the “Site”) is an online information service provided by Next Level SEM (“www.nextlevelsem.com “), subject to your compliance with the terms and conditions set forth below.

1. Copyright, Licenses and Idea Submissions.

The entire contents of the Site are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are www.nextlevelsem.com, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

Publications, products, content or services referenced herein or on the Site are the exclusive trademarks or servicemarks of www.nextlevelsem.com. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

2. Indemnification.

You agree to indemnify, defend and hold harmless www.nextlevelsem.com, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service.

3. Third Party Rights.

The provisions of paragraphs 1 (Use of the Service), and 2 (Indemnification) are for the benefit of www.nextlevelsem.com and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

4.Miscellaneous.

This Agreement shall all be governed and construed in accordance with the laws of the United States of America applicable to agreements made and to be performed in the United States of America. You agree that any legal action or proceeding between www.nextlevelsem.com and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the United States of America.
Any rights not expressly granted herein are reserved.

5. Fees & Payments.

The client agrees to promptly pay Consultant for the services in the amount described and in accordance with the provisions of the Fee Schedule. In the event payment is not made within 10 Days of payment due date Consultant shall charge, and be entitled to, a late fee of 10% to cover the manpower, interest, and other costs that Consultant pays for carrying overdue invoices from Client.  In the event payment is not made within 15 Days of payment due date, the Consultant shall stop all work and reschedule the project timeline, and a $250 reinstatement fee will be incurred to restart work. This fee, and all past due balances, are due before the Client’s project will progress. All fees will continue to be charged to the Client even if the work has stopped due to lack of payment. Should the Client choose to leave a credit card on file, all fees will be charged to that card on the day they are due. 

Upon execution of any Agreement, should Client choose to submit payment through Consultant’s applicable payment portal “Square, Stripe, Paypal, etc,”  client acknowledges that their credit card shall be automatically kept on file with said merchant, and all fees associated with this Agreement will be charged to that card, via “Auto Bill Pay” on a monthly basis, on the day they are due, and no invoice will be sent. The client may request a digital receipt for any transaction at any time and it will be provided promptly. Client acknowledges that all fees are non-refundable, and agrees not to dispute, chargeback, or otherwise encumber any payments in any way, for any reason. If Client declines to submit payment through Consultant’s payment portal, thus declining enrollment into Auto Bill Pay, Client shall request a separate invoice, in which Consultant shall provide to Client within one (1) business day of said request, and subsequently ten days prior to each payment due date, as per the terms referenced herein, unless or until Client provides a credit card to be kept on file or chooses to pay any invoice electronically with a credit card, after which Client will be considered to have enrolled in Auto Bill Pay. Once enrolled in Auto Bill Pay, Client must give Notice, per the terms herein, if Client wishes to be removed from Auto Bill Pay. Notice must be given at least 15 days before Client’s next payment due date to allow for processing and invoice creation. 

6. Expenses. 

Client shall reimburse Consultant for all reimbursable and jointly approved itemized expenses with third-party vendors, and for any costs incurred for prizes or ads for social media promotions. Any additional work request will be paid within 30 days of completion and comply with the rules of any Agreement.

7. Laws, Rules and Regulations. 

Consultant shall perform the Services in accordance with all applicable local, state and federal laws and regulations.

8. Independent Contractor. 

It is the intention of the parties to this Contract that the Services rendered hereunder shall be so rendered by Consultant as an independent contractor and not as an employee, agent, or partner of Client. Nothing in this Contract shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Both parties acknowledge that the Consultant is not an employee for state or federal tax purposes. Consultant shall retain the right to perform services for others, outside of the territory and category delineated herein, during the entire term hereof.

9. Confidentiality. 

The consultant agrees to maintain the confidentiality of files or other information it is provided or develops during the course of its work for the Client. It is understood, however, that disclosure of certain information provided by Client may be necessary or appropriate in the course of Consultant’s representation of Client. Such disclosures shall be made upon consultation with the Client or Client’s designated representative and with written consent from the Client. Further, this contract and all methodology disclosed by the consultant to the Client shall not be disclosed to any third party other than the client’s legal counsel. Reviews that are written by, with the knowledge of, or at the instruction of Client, Client’s employees, Vendors, Family Members, or Representatives whether verbal, online or in print, without Consultant’s express written permission, will be considered a violation of this Confidentiality Agreement. Violation of this Confidentiality Agreement will result in termination of the Contract, forfeit of all services and work products and bring due the entirety of the remaining expenses and fees through the end of the Contract Term. In the case of the Consultant’s violation of Confidentiality of Client, the Contract will terminate with no further recourse to the Client. The Parties understand and agree that this Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that each Party would be irreparably harmed by violation of this provision.

10. Termination. 

The client may terminate this Contract at any time, upon written 30-day Notice of termination, during which the client will continue to incur all applicable fees according to the fee schedule. The client acknowledges and agrees that all fees including initial set up fee, once remitted by any means, or charged by Credit Card or ACH transaction are non-refundable. All work items, tangible and online, shall remain property of Consultant until completion of all payments and additional incurred costs. The Consultant may terminate this Contract at any time, upon written  30-day notice of termination, during which Consultant will continue to perform services as described herein and the client will continue to incur all applicable fees according to the fee schedule. 

11. Force Majeure. 

Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder. The client understands and agrees that marketing and the terms of this contract cannot be paused for any reason. All payment obligations under this contract will remain in force until canceled, per the terms of this Contract, regardless of the Client’s desire to pause or reasoning. The client acknowledges and agrees that the Consultant cannot guarantee that work performed will be error-free (we’re human!) so the Consultant cannot be liable to Client or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages. Except as expressly stated in this Agreement, the Consultant expressly disclaims and negates any implied or express warranty of merchantability, any implied or express warranty of fitness for a particular purpose, and any implied or express warranty of conformity to models or samples of services.

12. Client Participation. 

The client agrees to assist in the marketing initiatives by promptly answering and/or returning all emails and telephone calls. The client agrees to give to Consultant, and maintain throughout the course of this contract, Admin access to Client’s website, hosting, social media portals, local listing directory sites, review portals, etc. Through the regular course of marketing work for Client, Consultant will be developing and posting content, either original or referenced from applicable third parties to the Clients website, social media portals, local listing directory sites, review portals, etc. The client agrees to allow the Consultant to determine what content will be beneficial to the marketing campaign and to post said content to applicable portals. If approval of content before posting is necessary, the Client must give Notice to Consultant at the initiation of the contract. 

13. Webmaster – IT – Hosting. 

Client agrees to engage and maintain on-demand, subscription, or retainer-based relationship/s with reputable Webmaster, IT, and Hosting companies for the website/domain referenced in this contract. If the Client does not have and/or maintain these integral services, the above-mentioned marketing guarantee will be considered void. The client agrees that the Consultant is not responsible for Hosting/Server, Website, Email client, Database, Virus, Malware, etc… error Diagnosis, Maintenance, or Repairs. Any delays caused by incidents involving the aforementioned, will void the above-mentioned marketing guarantee unless Client has contracted with Consultant for a “Web Maintenance” package that includes Diagnosis, Repair, and Maintenance of these services, Client has made all payments on time as required, is in good standing, and the package is in force at the time of the incident.

14. Out of Scope Work. 

The client agrees that ALL services to be performed under this Contract are specified herein. Any, and All, work requests for services not specifically covered by this Contract will be subject to additional charges, due at the completion of requested service, at the prevailing “agency hourly rate” currently $125.00 per hour. All hours to be billed in one-hour increments. The consultant will provide an estimate of hours, and seek and obtain approval of the estimate before work is performed.

15. Method of Communication. 

Client agrees that only written communications sent by email to Consultant will be considered “communication given”. During the course of this Contract, Client and Consultant may collaborate over phone calls, texts, Skype, screen share, etc… However, to centralize communication and ensure delivery, Client agrees to summarize any requests, change orders, edits, approvals, disapprovals, etc. in email form, and Client agrees to copy info@nextlevelsem.com on all email communications. 

16. Acceptance of Work. 

Client agrees that all work items tangible and online, will be deemed accepted, whether edits/changes are needed or not, within 5 days of receipt by Client, unless explicitly rejected in writing as per the Notice clause of this contract. Client agrees that the Contract is not a monthly subscription, but a spreading out of the total costs of the 12 month project.  

17.  Contract Modifications. 

Client and Consultant agree that the terms and conditions of this Contract shall constitute the entire Agreement between the parties’ signatory hereto as to the matters set forth herein. Client and Consultant may modify the terms of this Contract only by executing a written Contract Addendum, which shall reference this Contract and shall be executed by the parties’ signatory hereto.

18. Arbitration Clause. 

All disputes arising under this Agreement shall be governed by and interpreted in accordance with the laws of Florida, without regard to principles of conflict of laws. The parties to this Agreement will submit all disputes arising under this Agreement to arbitration in Miami, Florida before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual Agreement of the parties. No party to this Agreement will challenge the jurisdiction or venue provisions as provided in this section. 

19.  Attorneys’ Fees and Costs. 

Client and Consultant agree that the prevailing party in any dispute under this Agreement shall be entitled to an award of attorney’s fees and costs as ordered by a court of the State of Florida.

20. Collection Costs. 

In the event that Consultant incurs any fees, costs and/or disbursements in an effort to collect on unpaid fees, in addition to interest on the unpaid balance, Client agrees to reimburse Consultant for these expenses.

21.  Notice. 

Except where expressly written, All Notices under this Contract shall be in writing and shall be deemed given only when personally delivered or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be Noticed as set forth herein or such other address as such party last provided to the other by written Notice. Acceptance of Notice by Consultant, by any other means, shall not be deemed a waiver of Client’s responsibility to provide Notice under this Contract as written.

To Consultant: 

Next Level Marketing, LLC.

Michael Tate

2125 Biscayne Blvd, Suite 400A

Miami, FL 33137

22. Execution and Integration. 

The representatives of Client and Consultant warrant that they have the authority to sign on behalf of and bind their principal/s and have caused this Contract to be duly executed the day and year first above written. Any and all communication and/or involvement/participation, acknowledging, whether explicitly or implicitly, any part of the services referenced herein and/or the terms of the Contract, involving the principals of the Client, will for the purposes of this Contract, by common law and legal precedent, be considered a ratification of the Client’s agent’s authority to bind the principal/s. This contract sets forth and constitutes the entire Agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior Agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. The parties acknowledge that each has had an opportunity to retain an attorney to review the terms and conditions of this Contract. No provision hereof shall be interpreted against the interests of one party solely because such provision was drafted by such party or by the attorney for such party.

23. Cumulative Rights. 

Any specific right or remedy provided in this contract will not be exclusive but will be cumulative of all other rights and remedies. Rights and remedies under this Contract may be used exclusively by Consultant to enforce the Terms of other Contracts that Consultant may have with Client, if applicable.

24. Severability. 

If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

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