Last Updated: September 7, 2024 | Review Privacy Policy

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 1953 S 1100 E, Unit #521897, Salt Lake City, UT 84106, 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, in consideration of the mutual covenants and promises made by the parties in the Agreement, the Contractor and the Recipient (individually, each a “Party” and collectively, the “Parties”) 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 2 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:

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. 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.

3. Prohibited Conduct: Self-referrals, fraudulent activity, multiple accounts, 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.

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.

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.

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) 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. 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.

Upon cancellation, this Agreement will terminate at the end of the Recipient’s current billing cycle. All Fees paid to the Contractor are non-refundable, and Services will cease at the end of the Recipient’s billing cycle unless otherwise agreed to in writing by both Parties.

4) 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.

5) 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. 

6) 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. 

7) CONFIDENTIALITY. The Contractor may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of the Recipient. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Recipient, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Recipient, and any and all trade secrets, customer lists, or pricing information of the Recipient. The nature of the information and the manner of disclosure are such  that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information without the Recipient’s written consent. The Contractor 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 will return to the Recipient all Confidential Information, whether physical or electronic, and other items that were used,  created, or controlled by the Contractor during the term of the Agreement. 

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.  

8) 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.

9) 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.

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

11) 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.

12) 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.

13) 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.

14) APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Utah. 

15) SIGNATORIES AND ELECTRONIC SIGNATURES. The received payment or electronic agreement to these Marketing Terms must be treated in all respects as having the same force and effect as original signatures.