Last Updated: September 7, 2024 | Review Privacy Policy | Review Call and Messaging Terms

If no separate signed agreement exists between the Recipient contracting to receive marketing services (the “Recipient”) and EXPLORINGNOTBORING Marketing, having its principal place of business located at 350 E 400 S, #3003, Salt Lake City, UT 84111, the Contractor providing the marketing services (the “Contractor”), these Marketing Terms of Service (the “Marketing Terms”) shall serve as the governing agreement (the “Agreement”) entered into upon receipt of payment for services (the “Effective Date”). If a separate signed agreement is in place, that agreement shall supersede any conflicting provisions within these Marketing Terms. However, all non-conflicting provisions of these Marketing Terms shall remain in effect and continue to apply to the Recipient, including but not limited to policies regarding the Referral Program and other supplementary terms.

WHEREAS, both the Contractor and the Recipient agree to be bound by this Agreement and the terms and conditions herein.

NOW, THEREFORE, the Contractor and the Recipient (individually, each a “Party” and collectively, the “Parties”) in consideration of the mutual covenants and promises made by the Parties in this Agreement, covenant and agree as follows:

1) PAYMENT FOR SERVICES. The Recipient agrees to pay compensation to the Contractor (“Fees”) in advance for all marketing services contracted (“Services”). For recurring marketing services, the Recipient agrees to a recurring payment subscription that will automatically renew unless terminated in accordance with Section 4 below. The Recipient shall pay the Fees using the United States Dollar. The Recipient (upon dissolution or otherwise) must pay any Fees due to the Contractor.

2) REFERRAL PROGRAM. The Contractor may offer a referral program (“Referral Program”), allowing existing customers (“Referrers”) to earn rewards by referring new customers (“Referred Customers”) to the Contractor’s services. Participation in the Program is subject to the following terms:

2.1 Eligibility. The Referrer must be an active customer in good standing. The Referred Customer must be a new client who has not previously engaged with the Contractor.

2.2 Referral Reward. Rewards will be issued only after the Referred Customer completes a qualifying purchase, continues service for at least ninety (90) days, and meets specific conditions outlined in the Referral Program details.

2.3 Prohibited Conduct. Self-referrals, fraudulent activity, or any manipulation of the Referral Program is strictly prohibited. The Contractor reserves the right to withhold or revoke rewards in cases of suspected abuse.

2.4 Reward Distribution. Referral rewards may be in the form of discounts, account credits, or other benefits as determined by the Contractor. Rewards are non-transferable and may not be redeemed for cash unless explicitly stated. If the Referrer has multiple locations serviced by the Contractor, rewards may only be applied to a single location of the Referrer’s choosing. The Referrer must designate the location at the time of reward issuance.

2.5 Modifications & Termination. The Contractor reserves the right to modify, suspend, or terminate the Referral Program at any time without prior notice. Any earned but unclaimed rewards may be forfeited at the Contractor’s discretion.

2.6 Liability. The Contractor is not liable for any errors, technical failures, or delays in reward processing. Participation in the Program constitutes acceptance of these terms.

3) CALL AND MESSAGING TERMS. If you hire our marketing team to generate leads through local search engine optimization (SEO) or paid advertising, our Call and Messaging Terms apply to you and supplement this Agreement.

4) TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of thirty (30) days, renewing automatically for successive thirty (30) day periods unless terminated in accordance with this section.

Either Party may terminate this Agreement at any time upon thirty (30) days’ written notice to the other Party, or immediately upon the mutual agreement of both Parties or if the other Party fails to perform its obligations under this Agreement. The Recipient’s payment subscription will automatically renew at the current subscription rate unless the Recipient provides written notice of cancellation at least thirty (30) days before the renewal date. Services will terminate at the end of the Recipient’s billing cycle.

Upon termination according to Section 4, the Recipient shall return or destroy any physical or digital copies of the Contractor’s intellectual property in its possession, including (but not limited to) the Contractor’s propriety assets in GoHighLevel:

• All ENB Automations, including but not limited to:
  • Reactivation Campaign Workflows
  • Remarketing Campaign Workflows
  • Member Nurture Thread Workflows
  • 5-Star Review / Feedback Campaign Workflows
    
• All ENB Landing Page Funnels, Surveys, Forms, Templates, and Trigger Links, including but not limited to:
  • Website Landing Page Funnels
  • Negative Feedback Redirection Funnels
  • Feedback / Review Request Forms
  • Organic Surveys
  • Email & SMS Templates
    
• All ENB Opportunity Pipelines, including but not limited to:
  • Member Journey Pipeline
  • Reputation Journey Pipeline
  • Reactivation Pipeline
  • Remarketing Pipeline
    
• All ENB Performance Reporting, including but not limited to:
  • Automated Weekly Custom Reports
  • ENB Dashboards

All Fees paid to the Contractor are non-refundable.

5) INTELLECTUAL PROPERTY OWNERSHIP. All deliverables and work products created under this Agreement shall be the sole and exclusive property of the Company. All rights, title, and interest that the Parties owned prior to the Effective Date, that is created, developed or used in the performance of this Agreement, shall at all times remain owned by the respective Parties.

6) RELATIONSHIP OF PARTIES. It is understood by the Parties that the Contractor is an independent contractor with respect to the Recipient, and not an employee of the Recipient. It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive one. The Contractor may perform services for other organizations and/or individuals without the Recipient’s knowledge or consent. The Recipient has no right to inquire into the Contractor’s other activities or clients, and no right or power to control or otherwise interfere with the Contractor’s mode of affecting performance under these Marketing Terms.

7) PERSONAL SERVICES NOT REQUIRED. The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Recipient without the Recipient’s knowledge or consent. If the Contractor has assistants, it is the Contractor’s responsibility to hire them and to provide materials for them to deliver the Services. 

8) NO SET WORK HOURS. The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours. 

9) CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT. The Contractor and the Recipient acknowledge that, during the course of their engagement, they may have access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of the other Party. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Contractor or Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Party, and any and all trade secrets, customer lists, or pricing information of the Party. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor or the Recipient will not at any time or in any manner, either directly or indirectly, use for the personal benefit, or divulge, disclose, or communicate in any manner any Confidential Information without the other Party’s written consent. The Contractor and Recipient will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of the Agreement, the Contractor and Recipient will return or destroy all Confidential Information, whether physical or electronic.

A breach of this clause shall constitute a material breach of this Agreement and may result in immediate termination, legal action, and other remedies available to each Party. This section serves as a binding Confidentiality Agreement and Non-Disclosure Agreement between the Parties.

These Marketing Terms are in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local  government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii)  in a complaint or other document filed in a lawsuit if made under seal.

10) INDEMNIFICATION. The Recipient agrees to defend, indemnify, and hold harmless the Contractor from and against any all third-party claims (or other actions that could lead to losses by the Company) that are based upon the Associate’s (a) violation of the law, (b) violation of the Agreement, or (c) violation of any third-party’s rights.

11) FORCE MAJEURE. Either Party may invoke Force Majeure to excuse the failure of its timely performance, if such failure was caused by: fire; flood; hurricane, tornado, or other severe storm; earthquake; act of war; sabotage; terrorism; riot; A Party invoking Force Majeure to excuse its failure of timely performance must show that the Force Majeure event(s) and their relevant effects were beyond the invoking Party’s reasonable control and could not have been avoided through the exercise of due care by the invoking Party.

12) NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid or deemed effective unless agreed upon by both parties in writing.

13) IN WRITING. For the purposes of this Agreement, any communication, notice, or document that is required or permitted to be “in writing” shall include, but not be limited to, the following electronic forms of communication: Electronic Mail (“email”), Short Message Service (“SMS”) or Text Messaging (“Text”), or Electronic Signatures.

14) SIGNATORIES AND ELECTRONIC SIGNATURES. Payment for services or electronic agreement to these Marketing Terms must be treated in all respects as having the same force and effect as original signatures.

15) ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. Unless superseded by a written contract directly conflicting provisions of this Agreement, all terms and conditions previously executed by the Parties regarding the matters contemplated herein shall be deemed to be merged herein or superseded by this Agreement.

16) SUCCESSORS AND ASSIGNS: This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

17) SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Furthermore, all other provisions not so prohibited or unenforceable shall remain effective.

18) WAIVER OF BREACH. The waiver by the Recipient or Contractor of a breach of any provision of this Agreement by the Party at fault shall not operate or be construed as a waiver of any subsequent breach by the Party at fault, and vice versa.

19) DISPUTE RESOLUTION AND ARBITRATION. Any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The Parties agree that arbitration shall be conducted by a single arbitrator in Salt Lake County, Utah. The Parties agree that a single arbitrator shall preside over all claims, resolving any such dispute, and waive the right to pursue claims in any federal, state, or local court.

19.1 Arbitration Fees and Costs. The Parties shall share equally the administrative fees, arbitrator compensation, and other costs of arbitration in the first instance. However, the arbitrator shall award the prevailing Party all reasonable attorneys’ fees, expert witness fees, arbitrator compensation, administrative fees, and other costs incurred in connection with the arbitration.

19.2 Attorney’s Fees. In any action or proceeding to enforce any arbitration award, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including fees and costs incurred in arbitration, litigation, trial, appeal, or collection of any judgment or award.

19.3 Confidentiality. The arbitration proceedings and any related documents, evidence, and award shall be maintained as confidential, except to the extent disclosure is required by law or for purposes of enforcement of the award.

19.4 Class Action Waiver. The Parties agree that any dispute shall be conducted only on an individual basis, and not in a class, consolidated, or representative action.

19.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws rules.

19.6 Final and Binding Decision. The arbitrator’s decision shall be final and binding on the Parties, and judgment upon the award may be entered in any court of competent jurisdiction.

19.7 Emergency Relief. Notwithstanding the foregoing, either Party may seek temporary injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent immediate and irreparable harm, including but not limited to unauthorized use or disclosure of Confidential Information or Intellectual Property.

IN WITNESS WHEREOF, the Recipient hereby agrees to the terms, conditions, and stipulations of this Agreement on behalf of the business as its duly authorized officer, and executes the Agreement as of the day and year set forth by the Effective Date.