Marketing Services Terms

Xtreme Websites® (“Xtreme,” “Agency,” “we” or “us”) provides a range of marketing products and services for businesses of all sizes (the “Services”).  Your Service Agreement (the “Service Agreement”) sets forth which Services are being purchased, the Client purchasing the Services (the “Client”, “you” or “your” and together with Xtreme Websites the “Parties” or each individually a “Party”), the costs for such Services, the minimum Initial Term and other relevant details.

These Marketing Terms of Services (the “Marketing Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Xtreme Websites and govern the relationship between you and Xtreme Websites. These Terms of Service are effective on the date the Service Agreement is signed (the “Effective Date”), and remain in effect until terminated as provided below.

In consideration of the mutual covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows:

1) Digital Marketing Base Plans

The Digital Marketing Base Plans serve as the pivotal foundation essential for the seamless operation of any done-for-you marketing service we provide. Given the tight integration of all our services, this base plan is a prerequisite to ensure efficient functionality and coordination across different marketing strategies. As part of this base plan, clients will receive complimentary access to extensive training materials, including chat and video tutorials. These resources are designed to equip you with the necessary knowledge to optimally utilize our digital marketing services for your business growth.

In addition to the tools included on your base plan, you can addon any done-for-you marketing services and strategy sessions when you need hands-on assistance to implement suggested marketing strategies effectively. Each marketing service added has its own plans which can be selected and adjusted as needed depending on your needs.

2) Xtreme Automator® Access and Terms

As a client of our Digital Marketing Base Plans, you are granted exclusive access to our proprietary Xtreme Automator® platform. This platform is intended to facilitate efficient management, automation, and monitoring of all your sales and marketing processes and eliminate the need for disparate software.

The Xtreme Automator® platform affords access to advanced tools, which, coupled with the expertise of our professional team, aim to assure a streamlined experience conducive to the growth of your business. It is imperative to note that the use and access to the Xtreme Automator® platform are subject to its own terms and conditions, which can be seen here http://xtremeplatform.com/legal/xtreme-automator-user-agreement/, and are incorporated into, and form a part of, this Agreement.

3) Marketing Tools & Services

Xtreme Websites Services include but are not limited to, the following products. Not all of these services apply to all accounts, please check your selected Base Marketing Plan for the list of tools and services included:

• Client Services
• Local Search Boosters™
• Reputation Boosters™
• Social Media Boosters™
• Email Rocket Boosters™
• Media Blast Boosters™
• Ranking Boosters™ Campaigns
• Traffic Boosters™ Campaigns
• Marketing Funnel Building
• Telecommunication Services
• Branding Services

a. Client Services. Xtreme Websites will provide the Services outlined in your Service Agreement governed by these Terms of Service. Your Marketing Executive will help develop a marketing plan for your business based on your service agreement, budget, goals and other relevant factors. You may add additional one-time or recurring products and services at any time during the life of this Agreement.

You may add services by either verbally communicating the request to your Marketing Executive or Account Manager or communicating your request via email. Unless the Parties agree otherwise in writing, any and all products and services added during the Term shall be governed by this Agreement.

b. Local Search Boosters™. Our Local Search Boosters™ Suite, part of your marketing base subscription, optimizes your online presence for local search results. It enhances brand visibility, improves search rankings, and drives local traffic to your website. Advanced Local SEO Services can be added at any time for improved efficiency and results.

As part of the business listing distribution service, the number of publishers or directories included will depend on the package chosen. Some products allow creation and distribution of coupons and offers, subject to discontinuation and third-party rejection. You are solely responsible for any end-user terms and associated content. Some features of Listing Builder may not apply to certain Publishers. You agree to comply with all Publisher’s terms and conditions for content publication.

For effective profile optimization, you agree to grant us access to your Google My Business account. We will carry out necessary edits, updates, and optimizations to enhance your online visibility and improve profile ranking, in accordance with Google’s guidelines.

c. Reputation Boosters™. Our Reputation Boosters™ suite, included in your marketing base subscription, is a toolkit designed to manage and enhance your brand’s online reputation. You can monitor reputation, automate review requests, generate AI-powered responses, and analyze reviews among other features. Additional advanced services can be added for further reputation management.

You agree to use this product exclusively and only for your own customers and locations. Any content provided, including customer information, must comply with all relevant Marketing Laws. You are responsible for ensuring compliance with these laws and for providing accurate, up-to-date information. Any communication sent through the platform must adhere to these laws.

Emails and Text messages sent should only be sent to verified customers/clients/patients of your buiness, and must respect opt-out requests. Xtreme reserves the right to limit communication volume at its discretion. Lastly, all user generated content, such as reviews, are solely the responsibility of the respective authors. You are responsible for any content generated through any review generation campaign.

d. Social Media Boosters™. Our Social Media Boosters™ suite, included in your marketing base subscription, is designed to enhance your social media impact. It provides valuable tools such as social media analytics, post scheduling automation, performance tracking, and audience targeting. Additional advanced social media management services can be added to further enhance your brand’s social media presence and engagement.

You are responsible for connecting all your social media accounts for post publishing. As part of our done-for-you service, posts created by our team align with your brand’s guidelines and instructions provided during onboarding. Additionally, you’ll have the opportunity to collaborate with our team for any change requests.

It’s important to note that all content shared must comply with the terms and conditions of the respective social media platforms. Any violations of these terms may result in content removal or account suspension. You are also responsible for ensuring all shared content respects copyright laws and intellectual property rights. Misuse may lead to legal consequences. By using this product, you agree to these terms and your role in content management.

e. Email Rocket Boosters™. Email Marketing allows you to easily design, create and send targeted marketing campaigns to your email marketing list through our Email Rocket Boosters™ toolkit which was designed to supercharge your email marketing efforts. This toolkit, included in your marketing base subscription, functions as a stand-alone solution, empowering clients to craft and execute their own robust email marketing strategies.

If you’re looking to further enhance efficiency and amplify results, more advanced email marketing services can be added to your plan at any time. These services offer a spectrum of tools aimed at optimizing your email campaigns, increasing audience engagement, and driving conversions. Whether utilized independently or alongside additional services, the Email Rocket Boosters™ suite plays an essential role in developing a solid email marketing strategy, fostering strong customer relationships, and ultimately, boosting revenue.

The use of this tool involves compliance with Marketing Laws. This means any third-party content, including customer information provided, must be accurate, up-to-date, and in adherence to regulations such as the CAN-SPAM Act, the Telephone Consumer Protection Act, and other relevant data privacy laws. Furthermore, you agree to respect opt-out requests promptly for text messages and emails. All customer lists should be properly marked to ensure no communication is sent to opted-out contacts. Xtreme retains the right to cap the number of communications sent through the platform at its discretion.

f. Media Blast Boosters™. As part of your marketing base subscription, the Media Blast Boosters™ suite grants subscribers exclusive access to a personalized newsroom. This repository will host all press releases issued by the subscriber and will be linked to the primary website for enhanced visibility. The Media Blast Boosters™ suite is a toolkit designed with the intention of elevating a brand’s credibility and expanding its outreach.

For clients who wish to enhance their press release marketing strategies, the Agency also offers a selection of press release packages comprising varying levels of news exposure and traffic, allowing clients to choose a package that best aligns with their specific needs and objectives.

The regular issuance of press releases plays a strategic role in the maintenance of an up-to-date brand image while simultaneously enhancing search engine optimization efforts. Engaging with an agency familiar with your brand’s voice, such as ours, can expedite and refine the creation of compelling press releases that remain faithful to your brand identity. The Media Blast Boosters™ suite, serves as a critical asset in the ongoing development of your brand’s narrative. This, in turn, enhances public trust and is instrumental in driving your business’s growth.

g. Ranking Boosters™ Campaign. As part of your marketing base subscription, the Ranking Boosters™ suite grants exclusive access to a comprehensive SEO marketing toolkit. This toolkit, designed to boost your brand’s search engine rankings, can be utilized as a stand-alone tracking solution, empowering you to manage your content marketing strategies effectively. The Ranking Boosters™ suite offers tools such as a content planning and strategy guide, SEO content optimization, performance tracking, and more. Please note that services related to the creation and deployment of content marketing strategies may attract separate charges.

We use Google data for features like keyword ranking, competition tracking, and map positioning. However, as these analytics rely on external sources, their accuracy can’t be guaranteed and any decisions made based on them are at your own risk. By using these features, you acknowledge the potential limitations of data accuracy and third-party analytics.

For clients seeking to amplify their content marketing efforts, the Agency offers a diverse range of advanced service packages, which include various levels of content creation, syndication, and exposure. These packages, developed specifically to enhance your brand’s search engine rankings and increase website traffic, allow clients to choose a level of service that aligns most closely with their specific content marketing goals and objectives. The use of the Ranking Boosters™ suite, whether independently or in combination with our additional services, plays a crucial role in shaping your brand’s online presence, strengthening SEO efforts, and ultimately driving business growth.

h. Traffic Boosters™ Campaign. Our Paid Ads Management service aims to optimize your advertising campaigns across platforms such as Google Ads, Meta Ads, and other networks such as, but not limited to, Bing Ads, YouTube Ads, LinkedIn Ads, TikTok Ads, and more. Multiple ad networks can be combined for greater reach and discounted management fees. We focus on campaign management and optimization to enhance your return on investment (ROI) and achieve cost-effective conversions. You have the flexibility to adjust your campaign budget at any time according to your business needs, and you may pause or cancel your campaign as needed after the initial term.

While we manage your campaigns, you are responsible for all direct ad costs and payments to third-party platforms, ensuring transparency and control over your media spend. Our team will work to optimize your campaigns for top ad performance, focusing on strategies tailored to each network, including keyword selection, creative development, and audience targeting as needed.

If you do not have an advertising account with the desired platform, we will assist in creating one for you. For existing accounts, you agree to grant us access for campaign management purposes, which requires linking your account with our master account. Performance metrics such as cost-per-click, ROI, user engagement, and cost-per-conversion can be tracked through your Marketing Dashboard within your Automator Account, where you also retain ownership of your accounts and can review ad performance.

Retargeting ads can be seamlessly integrated into any Traffic Booster campaign, allowing you to effectively target former website visitors and improve conversion rates. This approach is particularly adept at recapturing lost visitors and enhancing sales outcomes. To enable this feature, client should only need to request it and ensure a list of at least 1,000 past leads or customers are properly tagged inside client’s Automator Account for retargeting purposes.

We ensure that all campaigns comply with the advertising guidelines and policies of the respective platforms; however, you are responsible for ensuring your ad content and targeting comply with all applicable laws and regulations. While we strive to provide effective management, specific results or ad positions cannot be guaranteed. Our liability is limited to the management fees paid to us, and we are not accountable for any direct or indirect losses arising from ad performance. We respect your privacy and confidentiality, handling all campaign data and proprietary information with care, using it solely to optimize your advertising campaigns.

i. Marketing Funnel Building. Marketing Funnel building is an advanced marketing strategy that requires multiple marketing services working together in unison to produce a steady and automated money-making machine. The creation of marketing funnels has to be overseen by a high-level marketing executive so that a detailed marketing blueprint is created outlining the building process, steps to follow, marketing services needed, estimated expectations, and more. For client to request this service, client must have at least a strong online reputation and a strong performing Traffic Booster campaign. If these requirements are met, then client can request a marketing funnel session. The initial consultation is included at no cost as long as requirements are met, actual cost to build and implement the funnel will be provided in the marketing blueprint.

j. Telecommunication Services. Leveraging our telecommunications services is essential for maximizing the success of any marketing campaign. These services encompass phone numbers, incoming and outgoing calls, SMS, call tracking, call recording, and more, providing comprehensive tools to enhance communication and optimize campaign performance. To activate these features, A2P registration is required—a telecom industry mandate for all companies, independent of our policies. We are committed to assisting you through this registration process, ensuring it is seamless and efficient, provided your telecom billing is active and you cooperate with any necessary company verification.

In addition to our telecommunications services, there are other platform usage fees, including those for Phone & Email Systems, Platform AI, Platform Addons, and Premium Modules. These services are charged based on your usage, while others incur charges only if you choose to activate them, allowing you to tailor them to fit your specific needs. For a detailed breakdown of these fees, please refer to our platform usage fees breakdown. Compliance with these fees ensures seamless access to our services.

To facilitate payments, our Wallet feature allows you to add a bulk amount of money to your account in a single transaction, which is then converted into credits. These credits are used when you access services that incur costs. If your wallet credits drop below a predetermined threshold, your default credit card will be automatically charged to replenish your credits, ensuring uninterrupted access to usage-based services.

k. Branding Services. Our branding services encompass graphic design, logo design, video production, content writing, and more. Each category features products with specific deliverables and set pricing, which clients can purchase anytime to complement their marketing campaigns. For tasks or projects not specifically listed, clients may request a quote, and we will provide an estimate based on the creative hours necessary, considering the project’s scope and current billing rates. Creative service hours are billed separately from any marketing services hourly, with current rates accessible through the client’s area. Clients have the option to purchase these hours in advance to support any marketing or web design service.

In the case of time over-runs, you will be notified before any additional charges, beyond the initial cost estimate, are incurred, and any additional costs will only be processed upon receiving both approval (written or oral) and payment from the client, which shall be binding and incorporated into this agreement. Any unused creative hours paid for by the client will remain in the client’s account for one year from the date of payment and will then expire.

4) Complimentary Promotions

Xtreme Websites occasionally offers Complimentary Promotions to new Clients signing a Service Agreement. Complimentary Promotions take the form of funds added to Client’s account to offset marketing costs under the Service Agreement. Unless otherwise stated, Complimentary Promotions may be used to offset any cost associated with the Service Agreement with the exception of 3^rd party advertising media buy. Complimentary Promotions are fully contingent on Client fulfilling the Initial Term.  If Client cancels the Service Agreement prior to fulfilling the Initial Term, Client must pay back all Complimentary Promotions spent on Client’s account at the time of cancellation, in addition to any applicable Early Cancellation Fee.

5) Compliance with Laws/Prohibited Content

Client shall not use or permit the Services to be used in violation of any applicable national, state or local laws or regulations. Without limiting the foregoing, Client may not use any Xtreme Websites’ Services for any illegal activity including the storage or transmission of information, data, files or links to content that violate any applicable local, state, national or international law. This includes, but is not limited to, pirated software, copyrighted data, or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Xtreme Websites’ servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services or addresses are also prohibited. Xtreme Websites may terminate this agreement if it determines, in its sole discretion, Client has violated this policy.

6) Client Obligations

In addition to making all required payments, Client shall (a) cooperate with Xtreme Websites in all matters relating to the Services and complete 3rd party software/accounts integrations as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Xtreme Websites to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Xtreme Websites may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects. Xtreme Websites is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement

7) Payment

Once you have executed your Service Agreement, you will be responsible for payment in full of all associated payments, except as may otherwise be provided in Section 5 below. All payments are due in US dollars. Unless otherwise stated, Client will pay all amounts due under this Agreement monthly, in advance. Payment for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Agreement. For recurring payments, the initial payment will be taken on the Effective Date, and you will be billed for subsequent payments as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, you will be billed on the same numerical day of each month as the Effective Date. For example, if the Effective Date is November 17^th, you will be billed for recurring monthly payments on December 17^th, January 17^th, and so on. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless cancelled as provided in Section 5 below. You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly recurring marketing total listed in your Service Agreement.  You will be required to agree to all applicable payment authorization forms which authorize recurring billing in accordance with your agreement. Xtreme Websites shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client warrants the validity of any ACH information provided to Xtreme Websites, and acknowledges that Xtreme Websites is entitled to debit Client’s account for any ACH fees charged to Xtreme Websites due to Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. Xtreme Websites uses a credit card updating service that automatically updates credit card numbers where a credit card has expired or been replaced. You acknowledge that Xtreme Websites has a right to charge any credit card updated in this manner in accordance with these Terms of Service and the Service Agreement. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL AMOUNTS OWED MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.

8) Term/Termination

a. Term. The Agreement shall begin on the Effective Date, and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”), and authorizes recurring monthly billing for such period. Unless otherwise stated in the Service Agreement, all monthly recurring Services have a twelve(12) month Initial Term. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Client acknowledges that Client’s digital marketing plan is designed based on a minimum twelve-month Initial Term. After the Initial Term, the Term will be automatically renewed for successive twelve-month periods (each, a “Renewal Term”), or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)

b. Cancellation. Client may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to Client’s Marketing Executive or Project Manager, as applicable.  If you have not completed the Initial Term, cancellation will be effective at the completion of the Initial Term.  If you have completed the Initial Term, services will continue through the end of the next applicable Renewal Term, and will then be cancelled.

c. Early Cancellation. If you wish to cancel the Services without completing the Initial Term you may do so only by providing both written notification of cancellation and the Early Cancellation Fee. In the event of early termination, an early termination fee of 50% of the remaining term balance will be applied to the account. In case collection proves necessary, the client agrees to pay all fees, legal and otherwise, incurred in that process. All cancellation notices require a minimum of 30 days notice. The Early Cancellation Fee payment is in addition to your monthly payments to date and may not be paid with credits on file or any prior payment. The Early Cancellation Fee must be provided within five (5) business days from our receipt of your written notice of early cancellation. No early cancellation of a Service Agreement will take effect until the Early Cancellation Fee has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the Early Cancellation Fee, as applicable. Upon execution of this agreement, Xtreme Websites will be investing considerable work into Client’s business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term. Client recognizes the aforementioned investment, up-front sales, setup and opportunity costs that Xtreme Websites bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Xtreme Websites for early cancellation of the Services.

d. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation within 30 days after you have made a cancellation request, in which case the Service Agreement will be reinstated and all applicable services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.

e. Xtreme Websites’ Right to Cancel. We may cancel this Agreement at any time for any reason, and in our sole discretion, by providing written notice of cancellation to you.  Cancellation will take effect at the end of the then current billing period. Written notice may be provided to you via email. If we terminate this Agreement, we will reimburse you for any unused funds within 30 business days from the effective cancellation date.

f. Pause of Service. You may request a pause in your Services, however it will be in Xtreme Websites’ sole discretion to determine if a pause or downgrade in Services is appropriate. If a marketing campaign is paused for any reason, there will be a $50/mo. in order to prevent campaign’s assets and optimizations from being deleted. Paused months do not count towards the campaign term. No pause or downgrade will be effective without written confirmation from both Xtreme Websites and Client.

g. Budget Change. Marketing campaign budget is determined by the initial Marketing Plan, client agreed to one of the budget options provided in order for the campaign to work properly. Client may request a budget change (increase or decrease) after 3 paid months, not sooner. A 15-day minimum notice is required to allow the marketing team and ad platform to adjust the budget without affecting the campaign. No budget change will be effective without written confirmation from both Xtreme Websites and Client.

h. No Refunds. Upon cancellation of this Agreement by you for any reason, any and all unused funds or credits will be forfeited, and all amounts paid to Xtreme Websites shall be nonrefundable. You acknowledge and agree that the Platform systems begin working from day one and that setup, onboarding, configuration, and implementation tasks require human involvement, professional time, labor, and resource allocation. Accordingly, your failure, refusal, delay, or unwillingness to cooperate with required setup tasks, provide requested materials or information, complete onboarding requirements, or otherwise participate in the implementation process shall not constitute a basis for any refund.

i. Collection of Amounts Owed. You agree to pay all costs of collection (including attorneys’ fees, costs and other legal and collection expenses) incurred by Xtreme Websites in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less).

j. Charge Disputes. If you dispute any payment with your credit card company or bank, and such dispute is resolved in Xtreme Websites’ favor, you will be assessed a charge of $100 per dispute initiated. You acknowledge that this amount is not a penalty, but a reasonable amount of liquidated damages to compensate Xtreme Websites for the additional costs incurred in defending your payment dispute.

9) Intellectual Property

a. License to Xtreme Websites.  During the Term, you hereby grant to Xtreme Websites a non-exclusive, royalty-free worldwide license to use, copy, backup, modify, display, broadcast and transmit any of your content, including but not limited to your website, text, images, logos, trademarks, service marks, promotional materials, photos, audio, and video content relating to your existing website, as applicable, to the extent necessary and for the sole purpose of allowing Xtreme Websites to perform the Services. This license will terminate upon termination of the Service Agreement.

b. Ownership of Creative Deliverables and Content. Upon receipt by Xtreme Websites of full, unconditional payment from Client, Client shall own all rights, title and interest in and to the Services included as part of the Marketing Service(s) chosen by the client.  Xtreme Websites will retain a non-exclusive, non-revocable license in the completed Creative Deliverables, and Xtreme Websites reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes such as its web portfolio and case studies.

c. Work Product Ownership. Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively, “Work Product”) developed in whole or in part by Xtreme Websites during the course of this Agreement, but excluding the Creative Deliverables and any materials referenced as belonging to Client pursuant to Section 7b. above, shall be the exclusive property of Xtreme Websites.

d. Trademarks. All trademarks in this agreement and used in conjunction with the Services are trademarks of Xtreme Websites, its affiliates and licensors. Use of these trademarks without the express written consent of Xtreme Websites is prohibited.

10) Authorization and Limited License to Access Xtreme Websites Software Platform

Upon execution of a marketing Service Agreement, and for so long as your Service Agreement is in effect and you are current on your services, you will be granted a revocable, non-transferable, non-sublicenseable, non-exclusive limited license to access the Xtreme Marketing Dashboard platform. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in Xtreme Websites, the platform, software, data, applications, methods of doing business or any other content provided through Xtreme Websites whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Marketing Platform and Services, are and will remain with Xtreme Websites. You may only access Xtreme Websites via a web browser or mobile application.  Your access shall be password protected and you acknowledge that you shall not share your password or otherwise permit any other Person to, access or use the Marketing Dashboard Platform or Services except as expressly permitted by this Agreement.

11) Representations

By signing you personally represent that (a) you have the power to enter into this Agreement and be bound to its obligations hereunder on behalf of the Client; (b) the execution of this Agreement by the Client has been authorized by all necessary corporate actions; and (c) upon execution of the Service Agreement, this Agreement constitutes a legal, valid and binding obligation of Client, enforceable against Client in accordance with its terms. Client further represents that Client has the right to use all intellectual property, including but not limited to copyrighted materials and trademarks, supplied to Xtreme Websites for use in conjunction with the services.

12) Agency

In the event that you are purchasing the Services on behalf of another company, you personally represent and warrant that you have been authorized by such company to act as its agent in all respects related to the agreement.  Without limiting the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Terms of Service.

13) Representation and Warranties

Client represents, warrants and covenant that at all times during the term of this Agreement:

a. the individual accepting this agreement has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;

b. the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;

c. when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;

14) Limitation of Liability

THE PRODUCTS AND SERVICES PROVIDED BY XTREME IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON A “BEST-EFFORTS” AND “AS IS”. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, XTREME MAKES NO, AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW. IN NO EVENT SHALL XTREME OR ANY PARTNER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT THE PREMIER WEBSITES SERVICES IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. XTREME WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND XTREME’S CONTROL.

15) No Guarantees

You acknowledge and agree that the availability of Xtreme, as well as any third party advertising provider services (including but not limited to Facebook Ads, Google AdWords and Microsoft AdCenter) and the terms upon which all of the foregoing are available are continually under experimentation and development and may have discrepancies. You acknowledge and agree that Xtreme does not guarantee that your ads will be displayed on the first page of any of the above third party advertisers, and you hereby waive and agree not to assert any such claims under contract law or any other legal theory against Xtreme or the third-party advertising providers you access. You acknowledge and agree that Xtreme does not represent or warrant, and specifically disclaims, that the Xtreme’s service or any third party advertising provider data or data in your User Account or your Client Advertising Account will be available without interruption or without bugs.

16) Independent Contractor

This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.

17) Indemnification

Client will indemnify, defend, and hold Agency and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney’s fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the Client’s technology or the Client’s Marks infringes any intellectual property rights of a third party.

18) Non-Exclusive Arrangement

Client understands that this Agreement is not an exclusive arrangement between the Parties. The client agrees that agency is free to enter into similar transactions as set forth in this Agreement with other clients. Agency is free to advertise, promote, market, demonstrate, offer to sell, sell and license any products in or outside the Client’s Territory via other channels under terms that may differ from the terms and conditions set forth herein.

19) General Provisions

a. Waivers. The waiver of any party hereto of a breach of any provision of this agreement shall not operate or be construed as a waiver of any subsequent breach by any party hereto. This agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and permitted assigns. No amendments or variations of the terms and conditions of this agreement shall be valid unless the same is in writing and signed by all the parties hereto or their duly authorized agent.

b. Headings. The paragraph headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of this agreement. This agreement shall be construed and enforced pursuant to the laws of the State of Maryland.

c. Invalid Provisions. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one document. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

d. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

e. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

f. Third-Party Sites and Products. Third-Party sites and products are not under our control, and are provided to you only as a convenience. The availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

g. HIPAA. If Client is a “covered entity” or a “business associate” thereof, as each term is used under the Health Insurance Portability and Accountability Act of 1996 (as may be amended or replaced, “HIPAA”) or is otherwise subject to any HIPAA-related or similar legal requirement, Client is solely responsible to ensure full compliance therewith. Client is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or any related or similar legislation or regulation. Xtreme Websites makes no claims or warranties regarding compliance with HIPAA.

h. EU/EEA Data Processing. You acknowledge that in all cases Xtreme Websites acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and/or consent to process this data.

i. Google Third Party Disclaimer. Xtreme Websites resells Google AdWords as a Google Third Party Partner. For more information on this program please see Google’s “Working with a Third Party Disclaimer” located at http://www.google.com/adwords/thirdpartypartners/.

j. Bing Ads Agreement. Xtreme Websites resells Bing Ads as a Bing Ads Elite SMB Partner, if you use our services to market on Bing you agree to be bound by the Bing Ads Agreement located at https://advertise.bingads.microsoft.com/en-us/resources/policies/microsoft-bing-ads-agreement.

k. Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture or employee/employer relationship is intended or created.

l. Survival. The sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Xtreme Websites as of the effective date of termination.

m. Subcontracting. Xtreme Websites may, without your consent, subcontract to any party the performance of all or any of Xtreme Websites’ obligations under this Agreement provided that Xtreme Websites remains primarily liable for the performance of those obligations.

n. Call Recording. You acknowledge that we may record Client phone calls for quality control purposes.

o. Headings. Section headings are provided for reference purposes only and in no way define, limit, construe or describe the scope or extent of any section.

p. Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

q. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.

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