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Terms and Conditions
Last updated: January 24th, 2019
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://WrippleMarketing.com website and the mobile application (together, or individually, the “Service”) operated by Wripple Marketing, LLC (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
Each “Client” is individually referred to as a “Client,” and together are referred to as the “Clients”. This agreement will be governed by and construed in accordance with the internal state laws of the State of California, USA, without reference to any conflicts of law provisions.
The Client or Clients for good and valuable consideration agree as follows;
RECITALS: Wripple Marketing, LLC is in the business of creating custom website designs, providing web hosting, internet marketing, ongoing maintenance and related services. Client wishes to utilize the services of Wripple Marketing for this purpose as well as for other related services as set forth below.
Client Requirements: Client or Clients agree to the following terms for delivery and review of materials.
1. Wripple consultants cannot be on the client's premises daily, nor be held responsible for acquiring current events, promotions, or changes that occur on or within the company that directly affect the brand. Therefore the Client or Clients agrees to:
Email to: Michael@wripplemarketing.com
2. Review and provide feedback on all work delivered by Wripple within 7 calendar days days; no reply will result in approval.
3. Complete parts of products and presentations that are assigned in a timely manner.
4. Meet with our Campaign strategist for 45 minutes every 2 weeks unless, Wripple or the Creative Director decides, using their discretion and providing Client written notice, to spend more hours. Note additional charges and fees may be applied and can be waived at the discretion of Wripple.
5. After 30 days of no contact from Client to Wripple. Wripple will conclude that Client is no longer in need of Wripple services, and at Wripple discretion shall terminate the Agreement; in this event, all unpaid fees will be due and collectable at the time of termination. This paragraph applies after the first three months of the term of the Agreement.
Client Approval: Wripple Marketing, LLC will have all ad creative approved by Client prior to publishing ads. Client realizes that Wripple Marketing, LLC will make every effort to comply with Facebook's terms of service in creating ads, however these terms change frequently. The Client shall indemnify and hold Wripple Marketing, LLC harmless from any and all liability resulting from Client's use of the work produced by Wripple Marketing, LLC under this Agreement.
Notices: All notices hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in email to Michael@wripplemarketing.com or in person, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Party at the following addresses (or to such other address for a Party as shall be specified by like notice):
Term: This Agreement will commence on the effective date first set forth above and will continue for a minimum period of 30 days, regardless of the Client's delivery of content, and then will continue on a monthly or annual basis, depending on the type of subscription plan you select when purchasing -or unless terminated by Wripple or Client or otherwise agreed to by Wripple and the Client in writing.
Additional Services: All services outside the scope of this Agreement that are requested by the Client and which Wripple Marketing, LLC agrees to perform will be billed at a rate of $150 per hour. Client(s) will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although Wripple Marketing, LLC may not necessarily be able to inform Client in advance of the total cost of such additional services. Clients will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by Wripple Marketing, LLC.
Subscriptions: Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Wripple Marketing, LLC cancels it. A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Wripple Marketing, LLC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Wripple Marketing, LLC to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for any reason, Wripple Marketing, LLC will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. All payment shall be due and payable within 10 days of the date of Wripple Marketing, LLC invoice. Past due payments shall bear interest at the rate of 5% per month from the due date.
Right to Cancel: The Client has the right to cancel this contract until midnight PST of the third (3rd) business day after it is signed and executed.
Refunds: Under no circumstances will Wripple Marketing, LLC give refunds of the amount paid after the third (3) day period. Except when required by law, paid Subscription fees are non-refundable.
Termination: We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.If the Client desires to terminate the Services, the Client must submit a written request to Wripple Marketing, LLC within thirty (30) days prior to the requested date of termination. Written requests to terminate may be made by mail or email Michael@wripplemarketing.com. If Client chooses to terminate this agreement in writing, all accounts receivable to Wripple Marketing, LLC will be due immediately and will be automatically charged to the Client’s agreed payment method on file. This document may be used as written notice of cancellation by writing “I hereby cancel” at the top of this page and adding your name, date and signature. A duplicate of this page is provided by Wripple Marketing, LLC for your records. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Pausing Campaigns: Wripple understands that the need to pause campaigns while making changes to your sales and or business process may occur. We can pause campaigns at any time (with proper notification). However, we cannot pause the monthly subscriptions fees associated with them. Paused campaigns are subject to a prorated fee as well as re-installment fee.
Termination of Client Account by Facebook™ and or Google™: It is possible that Facebook™ and Google™ may terminate Client's advertising account due to noncompliance, whether due to a change in Facebook's and or Google’s terms and conditions or due to the use of or activity associated with Client's advertising account, by Client or at Client's direction that is noncompliant with Facebook's and or Google’s terms and conditions. Client understands that Facebook and or Google by their terms of service can arbitrarily terminate an ads account without giving a specific reason. Client agrees to hold Wripple Marketing, LLC harmless in the event of Client's ad account being terminated. In the event this happens, Client agrees to attempt to re-activate the account or to set up a new Facebook™ or Google™ advertising account, to allow Wripple Marketing, LLC to continue its work under this Agreement, and Wripple Marketing, LLC agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, but Wripple Marketing, LLC provides no guarantees that such efforts will be successful. If Client is not able to get its Facebook™ and or Google™ advertising account reactivated or a new account set up, or chooses not to do so, Client indemnifies Wripple Marketing, LLC and holds Wripple Marketing, LLC harmless for any losses Client may suffer as a result.
Conditions Affecting Performance: Certain conditions beyond the control of Wripple Marketing, LLC may affect Wripple Marketing, LLC ’s ability to perform the obligations provided for under this Agreement. These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Wripple Marketing, LLC . Wripple Marketing, LLC shall not be liable for and Client agrees to hold Wripple Marketing, LLC harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
Final Product Testing: Client agrees that Client shall test the functionality of any website created by Wripple Marketing, LLC to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes. If Client discovers that any website is not functioning properly, Client shall immediately notify Wripple Marketing, LLC in writing. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Wripple Marketing, LLC harmless from any and all damages of any kind suffered by Client.
Confidentiality: Wripple Marketing, LLC shall not disclose to any third party any details regarding the client's business, including, without limitation:
(i) information relating to the research, developments, systems, operations, clients, customers, and business activities and business plans and planning of the Company;
(ii) information received from any clients, customers, business partners or Affiliates of the Company;
(iii) information specifically designated by the Company as confidential; and,
(iv) information relating to the Company’s products, including software products, and all computer code relating to such products, and specifically to include all computer code disclosed to or developed by the Consultants during the term hereof;
The Wripple Marketing, LLC agrees not, at any time, to disclose any Confidential Information to any person not an employee or recognized Consultants of the Company, nor will the Consultants use Confidential Information for any purpose other than as required to perform his services hereunder. Further, the Consultants agrees not, at any
time, or in any way, to take or reproduce Confidential Information unless required by the Company for the Consultants to perform services hereunder. The Consultants will, upon the termination hereof, return to the Company all Confidential Information in their possession or under their control where such Confidential Information exists.
Proprietary Information and Use of Materials: Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such proprietary information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party's employees and other confidential or Proprietary Information belonging to or related to a Party's affairs.
The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party.
The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
Ownership of Materials: Wripple Marketing, LLC shall retain the creative rights to any and all original materials, data and similar items, produced by Wripple Marketing, LLC hereunder in connection with the Services under this agreement. All services and software used by Wripple Marketing, LLC shall at all times be the sole property of Wripple Marketing, LLC and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that Wripple Marketing, LLC may use and modify existing materials for Client's benefit and that Client holds no rights to such materials.
License: Client grants Wripple Marketing, LLC a limited, non-transferable, non exclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with the creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government Wripple Marketing, LLC or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information.
Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
Portfolio Release: Client agrees that Wripple Marketing, LLC has the right to use materials created pursuant to this Agreement for Wripple Marketing, LLC’s portfolio, samples, self-promotion including advertising for Wripple Marketing, LLC’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Wripple Marketing, LLC and Client may agree in writing to such limitation.
Limitation of Liability: Wripple Marketing, LLC shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event Wripple Marketing, LLC is determined to be liable for any such loss, Client’s sole remedy against Wripple Marketing, LLC is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties.
Wripple Marketing, LLC is not responsible for errors which result from faulty or incomplete information supplied to Wripple Marketing, LLC by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. Wripple Marketing, LLC shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation Facebook; and viruses.
Handling of Disputes: The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to Wripple Marketing, LLC, shall be handled in accordance with applicable State and Federal laws. Specifically, if Client cancels credit card payments (or files a chargeback) after the fourteen 14 day cancelation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and Wripple Marketing, LLC reserves the right to dispute such cancelation and pursue Client for monies owed to Wripple Marketing, LLC for services already performed but unpaid by Client due to such credit card cancelation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancelation dispute, it is liable to pay Wripple Marketing, LLC for the work already performed as of the time of the cancelation request, at an hourly rate of $150 per hour for all hours spent on Client's project Wripple Marketing, LLC will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be required in full within 30 days calendar days from the date such itemization is provided. If Client does not pay for such hourly work upon Wripple Marketing, LLC's demand and within 30 days, Wripple Marketing, LLC reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute.
Additionally, if Wripple Marketing, LLC is successful in any credit card cancelation dispute, Wripple Marketing, LLC reserves the right to pursue Client for the costs Wripple Marketing, LLC had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Wripple Marketing, LLC and its representatives spent handling such dispute, at Wripple Marketing, LLC's hourly rate of $150.
Remedies: The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement. If either party breaches any provision of this agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other party specifying such breach in reasonable detail, the non-breaching party shall have the right to terminate this agreement by giving written notice thereof to the party in breach, which termination shall go into effect immediately on receipt.
Interpretation and Enforcement: The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of California. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of California.
Severability: If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect. If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect. If the non-solicitation or non-competition provisions are found to be unreasonable or invalid, these restrictions shall be enforced to the maximum extent valid and enforceable.
Entire Agreement: This Agreement is the final, complete, and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.
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