May 17, 2024

The terms of a Responsify related service are as follows:

Client Single Point of Contact: Client agrees to appoint a Single Point of Contact (referred to as “SPOC”) for this engagement, and agrees to inform the SPOC of their responsibility to do the following, with an understanding that failing to do any of the following may result in an unknown extension of production time and costs:

• • Accept the invite from Responsify to join and set up a free account on Responsify’s preferred project management software to collaborate.
  • Stay up-to-date with tasks and deliverable acceptances assigned via Responsify’s preferred project management software and/or email.
  • Respond to Responsify’s inquiries or information requests within two (2) business days.

Call and Meeting Recording: Responsify reserves the right to record all calls and meetings with members of Client’s team to gather information and for quality assurance purposes.

Financial Confidentiality: Client may not discuss any financial information, including costs of Responsify services with anyone other than their appointed Responsify AM.

Non Hire or Employ: Client agrees to not hire or employ any former or existing Responsify employee or Responsify sub-contractor while Agreement is effective or (1) calendar year thereafter.

Payment Installments on Agreements including “Service Period/s” : Client agrees to establish a source of payment with Responsify, using the payment setup at the end of the agreement signing process, if not already previously established, either with a business credit card or bank account for ACH payments to be considered the Client’s “Payment Source”. Once this Payment Source is established, Client agrees to all payments or fees described in Agreement to be charged to the Payment Source set up by Client to Responsify. Client agrees to be charged monthly, consecutive, uninterrupted, non-refundable, automatic/scheduled payment installments as specified in the Agreement. If Client wishes to pay using a business credit card, Client agrees to pay an additional 3% transaction fee. If Client is outside the United States, Client agrees to pay by credit card and pay a total of 5% in payment transaction and currency conversion fees. Responsify agrees to provide the Client a payment receipt for each payment made upon request. Client agrees to ensure that their required Payment Source (bank ACH payment or credit card information) is up to date with available funds or credit for payment collection, and agrees to pay for any fees incurred from failed or charged back payments.

Payment on Agreements NOT including “Service Period/s”: Client agrees to establish a source of payment with Responsify, using the payment setup at the end of the agreement signing process, if not already previously established, either with a business credit card or bank account for ACH payments to be considered the Client’s “Payment Source”. Once this Payment Source is established, Client agrees to all payments or fees described in Agreement to be charged to the Payment Source set up by Client to Responsify. Client agrees to be charged monthly for services as specified in the Agreement. If Client wishes to pay using a business credit card, Client agrees to pay an additional 3% transaction fee. If Client is outside the United States, Client agrees to pay by credit card and pay a total of 5% in payment transaction and currency conversion fees. Responsify agrees to provide the Client a payment receipt for each payment made upon request. Client agrees to ensure that their required Payment Source (bank ACH payment or credit card information) is up to date with available funds or credit for payment collection, and agrees to pay for any fees incurred from failed or charged back payments.

Responsify’s Professional Discretion: Responsify provides its best effort to include Client’s preferences in production of any and all Deliverables it creates. Client agrees to allow Responsify to produce any and all Deliverables at its professional discretion due to the subjective nature of the work it produces, provided the Deliverable/s abide by state and federal laws. Client reserves the right to not publish and/or utilize any or all Deliverables produced by Responsify at Client’s discretion, and Responsify reserves the right to fully reproduce a Deliverable at its discretion.

Content Review & Collaboration Process: During the process whereby Responsify is responsible for producing written content for Client, the following is the process Responsify offers:

• Production of an “Outline”: An “Outline” is a short outline of copy to illustrate the creative editorial direction and research for a piece of content. Responsify offers (1) Initial Outline as a courtesy to help gather Client insights through the process of creating content, Responsify submits an Outline for each written piece of content to Clients via email notifications and/or provided web application access. Once an Outline is submitted to a Client, the Client has up to (2) business days to review and provide feedback, in order to keep the written piece of content production and publication on schedule. Responsify offers (1) Outline Revision whereby Clients are entitled to (1) revision request for each Outline, and agree that any request for a revision will extend the original timeline to produce related deliverable. If Client does not review or provide feedback on Outline within (2) business days, the Outline will be considered ready to be written automatically, and Responsify will continue to produce the written piece of content (see Writings section below) based on that Outline and any existing feedback left without notice.  In the event a Client requests additional rounds of revisions to any Outline, Client can request a Change Order for extra revisions needed, whereby Client can agree to pay additional costs to allow for extended work outside standard policy. In this event, written piece of content production and publication will be paused and re-scheduled to accommodate.
• Production of a “Writing”: A “Writing” is the full-length written copy of content based on provided Outline. Responsify offers (1) Initial Writing to be reviewed by Client through the process of producing content to Clients via email notifications and/or provided web application access. Once a Writing is submitted to a Client, Client has up to (2) business days to review and provide feedback, in order to keep written piece of content production and publication on schedule. Clients are entitled to (1) revision request for each Writing, and agree that any request for a revision will extend the original timeline to produce related deliverable. If Client does not review or provide feedback on Writing within (3) business days, the Writing will be considered ready for Responsify to produce as a final written piece of content deliverable without notice. Additional Writing Revisions may be provided in the event a Client requests additional rounds of revisions to any Writing, Client can request a Change Order for extra revisions needed, whereby Client can agree to pay additional costs to allow for extended work outside standard policy. In this event, a written piece of content production and publication will be paused and re-scheduled to accommodate.

Meetings with Responsify: Meetings are held over telephone, web based conference, or in person.

• Meeting Start and End Times: To support effective working relationship, meetings are designed to start and end on time. If we’re in the middle of discussion at the end of our scheduled time, we’ll assess at that time whether we’ll run late, resume during the next scheduled call, or use email to reach completion.
• Client Meeting Lateness: If Client is NOT available to begin promptly for scheduled meeting start time but is still able to begin before our scheduled meeting end time, Responsify will use whatever minutes may remain; understanding that the meeting will still end at the designated time and count towards their allotted service hours for the month. 
• Client Meeting Rescheduling: Because the scheduling of a meeting involves reservation of a time set aside specifically for Client, Responsify requests a minimum of (2) business days notice by email to reschedule. If Client has an emergency, such as an illness or accident, and Client needs to reschedule less than (2) business days in advance, Client agrees to let Responsify know by email right away (if at all possible) and we will work with Client to reschedule. An emergency is NOT a last minute schedule change, unanticipated guests, being unexpectedly busy that day, lack of being prepared for our meeting, forgetting the time, or another meeting running late, for example.
• Client Meeting Cancellation or Missed Meeting: If Client misses or cancels a scheduled meeting, it will be counted towards their allotted service hours for the month.
• Contact Between Scheduled Meetings: If Client wishes to connect with Responsify in between scheduled meetings with a question, a challenge, a success, or an inquiry, please feel free to email Responsify at any time. We will make every attempt to respond to Client e-mail within 24 hours; Responsify will also offer short touch-base phone calls if needed.

Change Orders: If a change of direction requires significant additional hours of service, Responsify will issue a Change Order document to Client amend an existing Agreement, based on the new scope of work or additional services requested or needed.

Copy and Image Legality: Every effort will be made by Responsify to make Client copy and images comply with the law. However, it is Client responsibility to submit all copy and images for legal review if needed. Client is also responsible for final proofreading of all copy provided. Clients agree to absolutely indemnify Responsify from any and all losses, claims, damages, and liabilities, which may arise from the use of the work, including but NOT limited to any and all instances of inclusion or omission.

Data Management: Every effort will be made by Responsify to help Client keep their data clean and validated. However, the Client is responsible for assigning contacts to email segmentation lists (for example if Client uses HubSpot as a CRM, setting contacts as ‘marketable’ or ‘non-marketable’), and backing up all of their data regularly to prevent any data loss that may occur as a result of any activities that include or do not include Responsify.

Responsify’s Non-Performance: In the event that Client believes Responsify fails to provide a Deliverable in accordance with the terms listed in the Scope & Deliverables section in the Agreement (with additional days added due to extra related requests, extensions, unavailability, feedback providing, or other delay caused by Client), or that the Deliverable does not comply with Client’s local, state, or federal laws, the Client’s assigned SPOC may submit a “Non-Performance Claim” by accurately completing Responsify’s Non-Performance Claim Form at https://www.responsify.com/non-performance-claim. Following the submission of any such Non-Performance Claim, Responsify will review any claim made and inform the Client’s assigned SPOC the determination of each claim’s validity in writing by email within (10) business days (excluding national US holidays) to be considered the “Non-Performance Claim Determination Notice”. If the Non-Performance Claim is found to be valid by Responsify, Responsify agrees to cure any specified defects for specified Deliverable listed in the Scope & Deliverables section above (with additional days added due to extra related requests, extensions, unavailability, feedback providing, or other delay caused by Client) within (30) calendar days from date of Non-Performance Claim Determination Notice delivery. In this circumstance, if Responsify fails to do so (this is to be considered a “Failure to Cure a Valid Non-Performance Claim”), Client is given the right to terminate Agreement at its discretion by providing written notice to Client’s Responsify AM.

Client’s Marketing Performance: Client agrees that Responsify produces deliverables to help increase Client’s marketing performance. Client understands that the performance of their marketing depends on a multitude of factors both within and not within Responsify’s control. Client understands that marketing results vary based on Client’s product offerings, price points, value to audience, preexisting online reputation, Domain Authority strength (organic ranking power on Google), business and economic environments, level of competition, and/or other factors. Responsify agrees to do its best to help Client increase their marketing performance based on Client’s unique circumstances and its professional experience and knowhow.

Agreement Termination: Agreement is non-cancelable by Client except in the case of Non-Performance by Responsify as specified above. Agreement is non-cancelable by Responsify except in the case of Client’s failure to comply with the terms of Agreement.

Early Agreement Termination: Client agrees that if they request early cancellation, termination, discontinuation, or any other request to end Responsify’s services as stated in Agreement for any reason other than a Failure to Cure a Valid Non-Performance Claim as stated above, Client waives their right to pay for services as individual payment installments and agrees to pay and be charged the full remaining service cost, equal to the total remainder of payment installments owed for the current Service Period, and any discounts provided, and/or debts owed by Client to Responsify. Client agrees any Agreement with a stipulated ‘Service Period’ is an ongoing service commitment for the duration of the Service Period, and potential subsequent Service Periods (see Service Renewal terms below), and not a month-to-month service.

Late Fees: Client agrees that in the event Client owes Responsify any payment installments or fees past (10) calendar days (Net-10), Client agrees to pay Responsify a fee of 15% annual percentage interest rate (APR), calculated as a daily compounding rate based on a calculated (360) day year. This fee is to be considered a “Late Fee”.

Service Renewal: Client acknowledges that the any Agreement that includes a specified “Service Period” will automatically renew for another subsequent Service Period, to be considered an additional “Service Period”, including continuation of monthly payment installments towards renewed Agreement service cost, unless either party gives the other written notice of discontinuation of renewed services not more than ninety (90) calendar days before and at least thirty (30) calendar days prior to the end of term (considered the “Service Renewal Cancelation Period”). 

Service Upgrades: Client reserves the right to upgrade services provided by Responsify, with service cost equal to or greater than service cost outlined in the Agreement, with a new signed Agreement to override existing related service agreement.

Ownership of Work Product: Responsify agrees that upon delivery of final Deliverables to Client, Deliverables hereunder shall be the sole property of Client and shall be subject to Client’s exclusive use, commercial or otherwise. Responsify does not provide any digital source files of digital assets or deliverables it creates, unless Responsify chooses to do so at its own discretion. Source files are files that include preliminary research or drafts used to produce the final Deliverables for Client. Client acknowledges that Responsify, its agents, employees, officers and subcontractors are granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to display the Work Product including non-confidential details of its creation as examples of their work in their respective public portfolios. Publication of the Work Product shall be within the sole and absolute discretion of Responsify provided no confidential information or trade secrets are contained therein.

Problems, Concerns, or Questions: Responsify is fully committed to Client success. If Client feels there is some part of our working relationship that isn’t supporting Client the way Client want or need, or if Client want to clarify something, it is Client responsibility to say so. Responsify appreciates, respects, and values Client honesty, and will work with Client to resolve the situation the best they can.

Dispute Resolution: Responsify and Client agree to the following terms:

• Law and Effect. Agreement shall be governed by the law of the state of Illinois. Client hereby agrees to accept jurisdiction of and service of process in the state of Illinois, and any action or proceeding under or in connection with Agreement shall be brought in the state of Illinois. In the event of any dispute involving Agreement, or the work performed under or to be performed under Agreement, or any claims of Client, each party to Agreement shall continue to perform under the terms of Agreement without interruption, deficiency or delay in a diligent manner. Further, Client hereby waives its right to a trial by jury in any and all disputes or claims arising out of or in relation to Agreement.

• All claims and disputes between Responsify and Client under amount not exceed the amount of the fees paid by Client under Agreement, or the total service cost stipulated in the Agreement, whichever amount is less, before a lawsuit may be filed, for reasons other than Responsify’s right to compensation, shall be mediated by an alternative dispute resolution service chosen by Responsify upon written demand made by Client for mediation, unless both Responsify and Client agree to settlement by another method. Responsify shall have thirty (30) days from the date of receipt of written notice by Client to identify the alternative dispute resolution service. The alternative dispute resolution service must be of the same or similar caliber as JAMS New York. Mediation proceedings under this Section shall be limited to Responsify, Client, and those others whose presence is essential to a complete resolution of the matter in dispute and who have a substantial interest in that matter. Agreement to mediate claims shall not exceed the amount of the fees paid by Client under Agreement, or the total service cost stipulated in the Agreement, whichever amount is less. Any additional agreement or consent to mediate approved by Responsify and Client shall be enforceable under the prevailing laws of Illinois. If a party uses litigation to enforce this provision, the court will award such party its court costs and reasonable attorney fees.

Limitation of Liability: Responsify and Client agree to the following limitations of liability:

• Responsify and Client waive claims against each other for incidental, punitive, liquidated, non-liquidated and consequential damages arising out of or relating to Agreement. This mutual waiver includes:‌
• Damages incurred by Client for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and
• Damages incurred by Responsify for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of  profit except anticipated profit arising directly from the work to be performed under Agreement.

This mutual waiver is applicable, without limitation, to all incidental and consequential damages due to either party’s termination. Nothing contained in this paragraph shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Agreement. Any damages claimed by Client or Responsify in connection with the services performed under Agreement shall not exceed the amount of the fees paid by Client under Agreement, or the total service cost of the Agreement, whichever amount is less.

• Indemnification. To the fullest extent permitted by law, Responsify and Client shall indemnify, defend and hold harmless each other, including their parents, members, subsidiaries, and related corporations and any other entity as provided in the Agreement (hereinafter collectively referred to as “Indemnified Parties”), and agents and employees of any of them, from and against claims, damages, losses and expenses, including, but not limited to, attorney’s fees, arising out of or resulting from performance of the work performed or to be performed under Agreement, and only to the extent caused or alleged to be caused in whole or in any part by the negligent acts or omissions of Client or any other entity, saving except for those acts of Responsify. No portion of Agreement shall be construed to require Client to indemnify Responsify for its own negligence. The obligations of this Paragraph shall not be constructed to negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph.‌
• Damages. “Damages” shall include any type of damages that are or could be awarded by any court or arbitration panel, such as, by way of general example but not limitation, tort damages, strict liability damages, liquidated damages, and/or punitive damages. By way of specific example, but not limitation, damages may include loss of use, loss of profits, cost of capital, replacement, loss of wages, pain and suffering, loss of production, cost of replacement facilities, equipment and/or product loss, decrease in value, and/or any other item of damage or loss. This waiver shall not apply to any amounts due to Responsify under the terms of Agreement.

Access to Services: Client agrees to provide full access to all their online marketing services, tools, platforms, CRMs, CMS’, and other online marketing related accounts including, but not limited to; Google Analytics, HubSpot, WordPress, Drupal, Marketo, and Salesforce.

Legal Effect: Should any provision of Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.