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MaxGroup Business Solutions
MAXGROUP BUSINESS SOLUTIONS, LLC | d/b/a MAXGROUP MEDIA | MASTER AGREEMENT FOR COHESIVE DIGITAL BRANDING AND MARKETING SERVICES TERMS AND CONDITIONS
This Agreement (“Agreement”) is entered into by and between MAXGROUP BUSINESS SOLUTIONS, LLC & d/b/a MAXGROUP MEDIA having Home Offices at 15331 W. Bell Road, Suite 212, Surprise, Arizona 85374, and (“Client”), and shall be effective as of this date.
Contact Information: MAXGROUP Phone: (888) 670-7771 | FAX: (727) 683-9552 | Email:Support@MaxGroupBusiness.com
ARTICLE 1: AGREEMENT DESCRIPTION
MAXGROUP BUSINESS SOLUTIONS, LLC & d/b/a MAXGROUP MEDIA (“MAXGROUP”) will provide the services set forth in this agreement. MAXGROUP will use commercially reasonable efforts to provide a secure transmission of customer data to and from the MAXGROUP’s database located on MAXGROUP’s internet computer network(s). This may or may not include third-party providers as contracted by MAXGROUP at its sole discretion. All services provided and all related software and MAXGROUP owned intellectual property are hereinafter referred to as the “Services.” Whereas, MAXGROUP provides Cohesive Digital Branding & Marketing Business Solutions, including by not limited to text marketing, emails, websites, mobile websites, SEO, social integration, content creation, graphics, press releases, profile creations and revisions, citation clean-up, citation site creations, and any other branding, communication and marketing methods and services (“SERVICE”) as needed to Client on a software-as-a-service platform. The Service’s plans and features are described in detail and updated regularly at: www.MaxGroupBusiness.com. Client can change plans by notifying: Support@MaxGroupBusiness.com or by calling MAXGROUP at (888) 670-7771. ANY PARTICIPATION IN THIS SERVICE INCLUDING SUBMISSION OF THIS AGREEMENT SHALL CONSTITUTE FULL ACCEPTANCE OF THIS AGREEMENT.
ARTICLE 2: SERVICE DESCRIPTION
MAXGROUP provides Cohesive Digital Branding & Marketing Business Solutions, including by not limited to text marketing, emails, websites, mobile websites, SEO, social integration, content creation, graphics, press releases, profile creations and revisions, citation clean-up, citation site creations, and any other branding, communication and marketing methods and services (“SERVICE”) as needed to Client on a software-as-a-service platform. MAXGROUP undertakes to provide the deliverables of the MAXGROUP Cohesive Digital Branding and Marketing Services as identified on the front of this Client Service Agreement; referred in common terms as to whatever Service or Services Client selects; and further described in the Client Service Agreement (and any Proposal); to the Client. Any change in the scope of work shall be mutually agreed prior to MAXGROUP performing any additional scope via a written addendum which shall envisage any change in the duration and price arising out of such change. No such change in scope shall be effective unless all conditions are fulfilled, providing services to the Client through its staff or contractors and to carry out the project in accordance with the scope mentioned in the Client Service Agreement. The Client hereby accepts and understands that MAXGROUP may, for the performance of work in accordance with the scope mentioned in the Agreement, may assign the work or a portion thereof to any contractor and/or vendor of its choice, and MAXGROUP agrees to hold any of its contractors to the same terms and conditions of this agreement and assumes total responsibility for the contractor’s work. MAXGROUP or its appointed contractor may not be able to provide its services during Force Majeure conditions and shall not be liable (during the period of Force Majeure) to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Service, if the delay or failure was due to Force Majeure conditions affecting its ability to perform any of its obligations under this Agreement including Act of God, fire, flood, earthquake, lightning, war, revolution, act of terrorism, riot or civil commotion, strikes, power or Internet outage etc. Terms and conditions govern your use of all MAXGROUP Service(s).
Text Marketing Plans
Regarding text marketing services, like roll-over mobile phone plans, roll-over texts aren’t accumulated forever. Unused text credits remain in the accounts balance as long as the Plan is active to a maximum of 6,000 credits. Accounts that exceed 6,000 credits are reduced to 6,000 total credits (unless arranged and agreed to as a Customized Plan). This represents roll-over text credits. Current Service Plans may be viewed at: www.MaxGroupBusiness.com
ARTICLE 3: SERVICE TERMS – NO LONG-TERM CONTRACTS – MONTH TO MONTH INTERVAL OF SERVICE AS CLOSED END
Every Service Plan (including text marketing, website hosting, mobile website hosting, SEO and ALL other plans and services) are leased from MAXGROUP on a month-to-month basis (unless otherwise arranged and agreed to in a binding Addendum). All lease payments made shall never constitute a lease-to-own transaction. The cost of each Plan is charged monthly on the anniversary of your activation date in advance i) for text marketing, website and mobile website plans; ii) SEO plans are charged on the first (1st) day of each calendar month; iii) or other plans which may be purchased and/or charged at separate times. There is no long-term contract, unless agreed to for a particular situation in writing by both parties, and the Plans can be discontinued by providing notice of 30 calendar days prior to anniversary date to MAXGROUP; or by the seventh (7th) day of the calendar month for SEO plans at: Support@MaxGroupBusiness.com or by calling MAXGROUP Customer Care at: (888) 670-7771. This does however constitute each month as an “Interval of Service,” and is closed-end as described in ARTICLE 4.
ARTICLE 4: LIMITATION OF LIABILITY
Client agrees that MAXGROUP’S “Interval of Service” is limited to a month to month basis measured by each month for all Services. Therefore, at the end of each month, MAXGROUP’s service for all plans and services whether described herein or not described specifically herein is considered completed and wholly fulfilled by MAXGROUP and the Client, and closed, completed and finished at the end of each such month, or Interval of Service. A full month of service is therefore the complete and total Interval of Service for all Agreements and Plans and is closed-end. It is only by the election of any continued payments to MAXGROUP, albeit automatically recurring credit card/debit card payments included, does the Client elect to begin another NEW Agreement Interval of Service which is again, stand-alone and closed-end. This includes Client’s that are subscribers via automatically recurring billing as merchant account services, as monthly credit card services. Since each month constitutes an additional (new) Agreement to perform services, and Interval of Service, payment for services, and any refunds that a Client may seek, only pertains to that one previous month Interval of Service. Client agrees therefore, that with exceptions of fraud, refunds NEVER apply to a previous (months) Interval of Service prior to 30 days. Client agrees not to initiate or “charge-back” any Interval of Service beyond the one immediate previous Interval of Service and forfeits all claims before the last month’s service.
CLIENT AGREES THAT IN NO EVENT AND UNDER ANY CIRCUMSTANCES SHALL MAXGROUP'S LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT DURING THE PRECEDING THIRTY (30) DAY PERIOD FOR ANY ONE INDIVIDUAL SERVICE.
ARTICLE 5: CLIENT SUPPORT AND CONSENT TO RECEIVE EMAIL, NEWSLETTERS, AND OTHER COMMUNICATION
MAXGROUP will provide support to its Clients via e-manuals, emails, regular newsletters, webinars, conference calls, and many other tools including archived tutorials on the Company website. For further support email MAXGROUP at: Support@MaxGroupBusiness.com or contact MAXGROUP Marketing and Client Care at: (888) 670-7771 Monday thru Thursday from 10:00 AM to 6:00 PM ET excluding holidays. MAXGROUP operates an URGENT CARE CENTER via the toll free number that shall be available for emergencies only 365 days and 24 hours each day. IT WILL BE THE CLIENTS RESPONSIBILITY AT ALL TIMES TO MAKE PRODUCTIVE USE OF ALL CLIENT SUPPORT AND TO REQUEST FURTHER SUPPORT IF NEEDED. MAXGROUP ASSUMES NO RESPONSIBILITY FOR CLIENT TO BE AWARE OF AND TO ABIDE BY ANY LAWS, REGULATIONS OR LIABILITIES FOR ANY OF MAXGROUP’S SERVICES EXCEPT AS PROVIDED IN THIS AGREEMENT. CLIENT AGREES THAT BY ENTERING THEIR INFORMATION ON THE CLIENT SERVICE AGREEMENT, YOU PERMIT MAXGROUP TO REACH OUT TO YOU WITH FUTURE COMMUNICATIONS AND CAMPAIGNS AS OFTEN AS MAXGROUP DEEMS NECESSARY. YOU WILL ALWAYS BE ABLE TO OPT-OUT IF YOU CHOOSE. HAVING PROVIDED THIS CONSENT, CLIENT AGREES THAT THEY WILL NEVER ASSERT THAT SUCH COMMUNICATION IS A VIOLATION OF TCPA, FCC, ANTI-SPAM ACT, OR ANY OTHER VIOLATION IN FORCE NOW, OR AT A LATER TIME.
ARTICLE 6: CLIENT RESPONSIBILITIES
The Client will be responsible for: assigning a coordinator/project manager who will be authorized to deal with MAXGROUP on matters relating to the
services supplied; providing MAXGROUP or its appointed contractor with access to the computer hosting facilities, other specialized third party software and tools; passwords as necessary to access certain accounts (such as Facebook, Twitter and Google as necessary), holding formal progress meetings (via any electronic means), as and when appropriate to discuss progress and any additional requirements; approving, if acceptable, any amendments and enhancements to the overall project. All input and feedback required for the delivery of work allocated to MAXGROUP. Any such coordinator or project manager appointed by Client shall be considered as acting with the full faith and confidence and authority of such Client and as such their direction and actions shall be deemed to be the Clients direction and action.
ARTICLE 7: TERMS OF PAYMENT
a) Payment: By entering into this Agreement, you agree to pay MAXGROUP a fee in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Fees charged are nonrefundable with the exception of the month to month Guarantee of Performance as defined for SEO Services. Payments shall be made at agreed upon intervals (monthly recurring) for the relevant services.
b) Automatic Recurring Billing: Your acceptance of these terms constitutes your authorization to MAXGROUP to automatically charge the credit/debit card provided by you and to continue charging the credit/debit card at the agreed-upon intervals during the term of the agreement. You agree to provide MAXGROUP with complete and accurate billing and contact information, including: name, street address, email address and the name and telephone number of the authorized billing contact. You agree to provide MAXGROUP with updated information within at least thirty (30) calendar days of any change to the billing information. If the billing information is determined to be fraudulent, or otherwise incorrect, MAXGROUP may immediately suspend services and it reserves the right to pursue any and all legal remedies. If your payment is declined, MAXGROUP may restrict your ability to use the payment method that was declined. Failure of the recurring payment process does not absolve your payment obligations.
c) If as a convenience to the Client, MAXGROUP agrees to bill/debit the Clients credit/debit card for payments, Client agrees and acknowledges that such arrangement shall not be misconstrued or misinterpreted to infer that there is any such timeframe of service other than a month to month, opt-out at any time, condition of service and that each month as previously stated multiple times is the complete and whole Interval of Service. Therefore, MAXGROUP shall never be held accountable to refund more than the previous one (1) month’s service, and only then when properly notified as described.
d) Cost of Collection and Enforcement: If at any time, you fail to pay scheduled payments, you shall be in default and the full balance of the subscription, including, but not limited to all anticipated monthly payments, shall immediately become due and payable. All past due payments, including any payment that may have been accelerated pursuant to this paragraph, shall incur interest at the rate of one and one- half percent
(1 1⁄2 %) per month. You agree to reimburse MAXGROUP for all costs and expenses, including, but not limited to reasonable attorney fees and costs of collection, incurred by MAXGROUP in connection with the enforcement of these terms or any provision hereof. If MAXGROUP, as a result of litigation or arbitration, is found in breach of the underlying agreement, or any portion thereof, and Client initiates litigation or arbitration, then Client shall be awarded reasonable attorney’s fees and costs of such litigation or arbitration.
ARTICLE 8: CANCELLATION POLICY
There is no long term contract commitment. MAXGROUP operates only on a month-to-month lease basis for the convenience of the client. The Client has by 6:00 PM ET of the 3rd business day after this activation agreement date to cancel and receive a FULL REFUND including the activation fee by emailing the Company at: Support@MaxGroupBusiness.com . Regarding subsequent months, Client shall provide a minimum notice of 30 calendar days to MAXGROUP before the recurring charge date which is their anniversary date i) for text marketing website and mobile website plans; ii) SEO plans are charged on the first (1st) day of each calendar month; iii) or other plans which may be purchased and/or charged at separate times. There is no long-term contract and the Plans can be discontinued by providing notice of 30 calendar days prior to anniversary date to MAXGROUP; or by the seventh (7th) day of the calendar month for SEO plans at: Support@MaxGroupBusiness.com. If no such notice is given, the customer agrees that the next recurring charge(s) are non-refundable. In other words, with less than a 30 calendar day notice, or by the 7th calendar day for SEO plans, the customer agrees to still make the following one (1) month’s scheduled payment on all applicable services whether via credit card recurring processing or by direct bill payments made by check. Contacting the MAXGROUP Rep does NOT ever constitute required Company contact as per this Agreement. Your Agreement is with MAXGROUP and not with MAXGROUPS Independent Representative. Failure to do so will result in immediate collection including litigation without further notice. SHOULD CLIENT CANCEL OR BECOME INACTIVE VOLUNTARILY OR INVOLUNTARILY, CLIENT PERMANENTLY FORFEITS AND LOSES ALL RIGHTS TO DATA INCLUDING BUT NOT LIMITED TO THEIR SHORT CODE(S), KEYWORD (S), NAMES, EMAIL ADDRESSES, PHONE NUMBERS, DESKTOP AND/OR MOBILE WEBSITE CREATION, ANY AND ALL CONTENT AS WELL AS ALL OTHER INFORMATION NORMALLY RETAINED AND MAINTAINED BY MAXGROUP. CLIENT PERMANENTLY FORFEITS ANY UNUSED TEXT AND/OR EMAIL AND/OR OTHER FEATURES DESCRIBED IN THE SERVICE PLANS. ALL OF THE ABOVE REMAIN THE PROPERTY OF MAXGROUP. WEBSITES AND MOBILE WEBSITES WOULD BE SUSPENDED AND GO “OFF LINE,” AND ALL CONTENT WOULD BE DISSOLVED.
ARTICLE 9: WORK FOR LEASE
Client agrees and understands that any and ALL products, services, creations and authorship of any and all materials, documents, videos, web pages, graphics, audio clips, programming, code, algorithms, scripts, applets, as well as any other proprietary techniques and/or methods utilized by MAXGROUP under this Agreement for Client constitutes a work made for LEASE to the Client by MAXGROUP. Therefore all such work, products, services, all work previously described, or work MAXGROUP may complete for Client not described in this Agreement, shall be considered and fully protected as the Intellectual Property of MAXGROUP and is protected by all laws governing the use of intellectual property laws, patent laws, copyright laws and/or trademark laws or other laws as such applies. The Client has NO CLAIM under such terms as defined in Section 101 of Title 17 of the United States Code (the “Copyright Act”). MAXGROUP shall at all times retain the sole and exclusive ownership rights and intellectual property rights such as copyrights, trademarks, service marks, trade craft, and patents for all products and/or services custom produced by MAXGROUP for Client by this Agreement and MAXGROUP agrees to lease such to Client only on a month to month basis for set fees as agreed to on the Customer Service Agreement (PAGE 1) and are to be paid in advance.