GENERAL
PROCESS, STRATEGY, METHODS, TRAINING, ETC.
We do not/will not share our processes, strategies, and/or methods, as these are proprietary to Shoreline Media Digital Marketing and the result of several years of experience in the industry. If you are looking for something such as an assessment of performance, keyword rankings, etc. this information in addition to several other metrics, is made readily available on an ongoing basis in your monthly reports.
We provide a service, not education or coaching (sorry 😔), and as such we’re not set up for this kind of access, nor would any agency that provides a done-for-you service. Each strategy is different for each client, each industry, etc. and is customized using our knowledge, data, and internal tools. We recommend clients take free courses provided by Google or other sites to learn the basics of SEO if they are interested in taking on performing actual SEO services. We also recommend clients to become more familiar with tracking, and analytic metrics rather than the actual SEO strategy itself. We will provide SEO tasks that we perform on a monthly basis. SEO companies like Shoreline Media Digital Marketing are hired because we are professionals in doing the actual work and generating results.
AGENCY SOFTWARE, TOOLS, VENDOR, RESOURCES, ETC.
At Shoreline Media Digital Marketing we are fueled by industry leading tools. We prioritize innovation over exclusive technology.Our success thrives on our straightforward marketing approach. A significant element of our strategy involves selecting the ideal technology partners and vendors who excel in their fields, thus enabling us to excel in ours. We employ top-notch tools for reporting, research, competitor analysis, and various other aspects tailored to each client. Learn More Here.
We do not “share” access to any agency tools, accounts, software/vendor subscriptions, etc. For starters, these resources are shared across multiple clients, and giving access to anyone outside of our employ would be a major breach of trust and privacy. We’re also not in the software reselling business. We provide a service, not education or coaching, and as such we’re not set up for this kind of access, nor would any agency provide a done-for-you service. All of the data, research, and information we collect is provided in our monthly reports. Our monthly reports are fully equipped with multiple tracking metrics. Much more than you would receive with other agencies. We provide it all (we’re awesome 😁).
SERVICE AGREEMENT GENERAL TERMS FOR CLIENTS
1. BINDING TERMS AND CONDITIONS
The parties to this Agreement Shoreline Media, a New Jersey corporation having a principal place of business 607 Lake Avenue, Asbury Park, New Jersey, 07712 (“Shoreline Media”) and the Client identified on the Services Order Form (“Client”) agree to be bound by the terms and conditions of these General Terms and Conditions as of the Effective Date of the Agreement which shall be deemed to be the date the Client signed the Service Order Form to which these General Terms and Conditions are attached and incorporated by reference. The Services Order Form, together with these General Terms and Conditions, constitute the complete and entire agreement between the parties (the “Agreement”), and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. Capitalized terms used in these General Terms and Conditions and not otherwise defined have the meanings ascribed to them in the Services Order Form.
2. TERM OF AGREEMENT
The Initial Term of this Agreement shall be for the time period set forth within the service agreement or proposal received. Unless otherwise listed on your proposal all contracts shall commence upon the Effective Date and run for a 12-month commitment. (the “Initial Term”). This Agreement shall be automatically renewed. After the Initial Term, either party may cancel by giving the other party at least thirty (30) days written (email is acceptable) notice prior to the expiration of the renewal term and will be responsible for all future billing. This Agreement is effective as of the Effective Date (the date the Client signs the Services Order Form) unless otherwise agreed to by the parties and set forth in the “Special Instructions” section of the Services Order Form. Billing for the services set forth on the Services Order Form (collectively the “Services”) shall commence upon the Effective Date. Each client must understand when dealing with services such as Organic SEO that at least 6-8 months minimum of service are needed to view data and see positive results in an Organic campaign.
3. FEES AND PRICING
The client agrees to pay the Fees, consisting of the One-Time Fees, Monthly Recurring Fees, and all other Shoreline Media Marketing fees and expenses, as more particularly described on the Services Order Form. After the Initial Term, Shoreline Media Marketing may change its fees, pricing, and payment terms upon sixty (60) days prior written notice (email is acceptable) to Client, in which case Client shall be entitled to terminate this Agreement by written notice (email is acceptable) to Shoreline Media Marketing within thirty (30) days of receiving notice from Shoreline Media Marketing of such changes. Each proposal is created for 12-month terms unless otherwise listed. All outstanding invoices must be paid in order to obtain any accounts under or created by Shoreline Media. Shoreline will hold account access on delinquent services until paid. Payments are due within the term listed on your agreement/invoice.
4. INTELLECTUAL PROPERTY RIGHTS
In the event, Client provides Shoreline Media Marketing with any type of documentation, content, or other information, regardless of the format (“Client Documentation”), for use on the Client’s web site or for any other purpose, Shoreline Media Marketing claims no right, title, or interest in any such Client Documentation, in the format and form in which the Client Documentation was delivered. The client acknowledges that Shoreline Media Marketing owns all rights, titles, and interest in and to any products, services, tools, know-how, processes, documentation, and software used or created by Shoreline Media Marketing in connection with this Agreement.
5. CONFIDENTIAL INFORMATION
During the term of this Agreement and for three (3) years after termination each party agrees not to disclose any Confidential Information (as hereinafter defined) obtained from the other party to any other person or entity. As used herein, “Confidential Information” means information that is identified (orally or in writing) as confidential or of such a nature that a reasonable person would understand such information to be confidential. Confidential Information shall not include information (i) generally known to the public, (ii) already known, through legal means, to the party receiving the information, or (iii) legally obtained from a third party. In any event, however, Client shall not disclose the financial terms of this Agreement, including Shoreline Media Marketing’s fees, without Shoreline Media Marketing’s prior written consent or as may be required by law. Shoreline Media Marketing agrees not to disclose unless required to by law, the identities and other biographical information of the Client.
Each party acknowledges that it shall have access to certain confidential information of the other Party, including the terms and conditions of this Agreement. “Confidential Information” includes all non-public, confidential, or proprietary information disclosed by the other Party or identified by a Party as confidential. Each Party’s Confidential Information shall remain the sole property of that Party and be used by the other Party only as described herein and may not be disclosed, provided, or otherwise made available to any other third Party except that such Confidential Information may be disclosed to the other Party’s employees or agents who have a need to know in the scope of their work during the time they are performing services under this Agreement and are under the other Party’s security and control. Confidential Information does not include information that the recipient can establish was already known to the recipient at the time it was disclosed in connection with this Agreement, information that is developed independently by the recipient or received from another third Party lawfully in possession of the information and having no duty to keep the information confidential, information that becomes publicly known other than by a breach of this Agreement, or information disclosed in accordance with a valid court order or other valid legal process. Each Party agrees to hold the Confidential Information of the other Party in strictest confidence and not to copy, reproduce, distribute, publish, or disclose such Confidential Information to any person except as expressly permitted by this Agreement.
6. PERFORMANCE CRITERIA
In the event Client does not have access to Shoreline Media Marketing staff or services for more than three (3) business days during any calendar month, Shoreline Media Marketing will credit (as Client’s sole remedy) Client’s bill for services rendered in the amount equal to 1/30 of the monthly Maintenance Fees for each day of no access. This service level and credit do not apply to acts or omissions of any Client owned or provided software or equipment.
7. CUSTOMER SUPPORT
Shoreline Media Marketing will provide the Client with customer support as to technical and non-technical matters, at no additional charge to the Client. The client should contact customer support initially by emailing Shoreline Media Marketing at Help@shorelinedigital.agency. Organic SEO, as it is different from a paid type of lead generation strategy does not require weekly meetings but will require monthly meetings.
8. SECURITY
Shoreline Media Marketing will use reasonable commercial efforts to maintain database security on Client information which is Confidential Information.
9. INDEMNITIES
Shoreline Media Marketing indemnifies and holds Client harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys’ fees) incurred by Client as a result of any third party claim against Client for the patent, copyright, trademark, or other intellectual property right infringement pertaining to any software, product, design, or other items solely developed by Shoreline Media Marketing Client indemnifies and holds Shoreline Media Marketing harmless from and against any lawsuit, claim damage, liability, or expense (including reasonable attorneys’ fees) incurred by Shoreline Media Marketing as a result of any third party claim against Shoreline Media Marketing pertaining to the content on Client’s web site or to any patent, copyright, trademark, or another intellectual property right of any third party that relates to any information provided to Shoreline Media Marketing by Client.
10. LIMITATION OF LIABILITY AND DAMAGES
Each party’s liability for any and all claims arising under this agreement, under any legal theory, shall not exceed the number of fees owed by the client to Shoreline Media marketing under this agreement, except that client will be responsible to pay Shoreline Media marketing’s reasonable attorney fees in the event Shoreline Media marketing is deemed a prevailing party in any arbitration proceeding which takes place pursuant to section 11 of this agreement. subject to the exceptions set forth in paragraph 19, in no event shall either party be liable for any loss of data, lost profits, business interruption, or other special, incidental, consequential, punitive, indirect, or speculative damages. The agency will not terminate accounts, stop ads, cancel ad campaigns, etc. that are owned by clients and that have client billing information owned by the client. Any ad account termination must be handled by the client once services are terminated with our agency.
11. WARRANTY
The scope of work provided and the services rendered by Shoreline Media Marketing under this agreement are provided on a monthly basis and will be covered for the term of the contract. Any material sent by the client is recorded and noted that it must have all the required privileges to use that information. If a client moves away from our services before their contract ends Shoreline does have the right to keep all site files and work being done on Design, Optimization, etc. until the entire term is paid. The full amount of the agreement is due. All agreements are 12-moth terms unless otherwise stated within a signed proposal. If a client cancels our services (30-day notice required) all services are stopped within 30 days and all material is left “as is” and without any warranty, express, implied, or otherwise, regarding such scope of work or services’ accuracy, performance, or any other matter. Notwithstanding anything herein to the contrary, Shoreline Media Marketing hereby disclaims any warranty of merchantability, fitness for a particular purpose, and non-infringement of third-party rights.
12. MUTUAL PUBLICITY
Either party may (i) create a hyperlink from its website to the other party’s website, (ii) display its name and logo on the other party’s website, and (iii) reasonably use the other party’s name in its marketing materials; provided, however, Client may only use Shoreline Media Marketing’s name and logo on its web site and in its marketing materials so long as Shoreline Media Marketing is the exclusive online marketing infrastructure provider for Client. The client may (i) identify Shoreline Media Marketing as its commercial online marketing infrastructure provider or any other term acceptable to Shoreline Media Marketing, or (ii) use Shoreline Media Marketing’s name in any publicity it employs to market its mission, programs, and services, so long as Shoreline Media Marketing is the exclusive online marketing infrastructure provider for Client. Shoreline Media Marketing may (i) identify Client as its client, (ii) use Client’s name in connection with emails, communications, and proposals to other prospective clients or present or potential donors, or (iii) disclose the terms of this Agreement as may be required by law. All such marketing and promotional efforts shall be in good taste and shall uphold the professional standards and goodwill associated with the other party.
13. RECORDS AND AUDIT
Each party agrees to maintain a complete, clear, and accurate record for the term of this Agreement of all activities related to this Agreement. Each party shall permit an independent auditor selected by the other party with reasonable approval to examine upon reasonable prior notice such records to ensure each party’s compliance with Sections 3 and 4. Each party shall be responsible for paying their auditor.
14. DEFAULT AND TERMINATION
Either party may terminate this Agreement if the other party materially defaults in performing any of its obligations under this Agreement and such default remains uncured for at least fifteen (15) days following receipt of written notice from the non-defaulting party. This Agreement shall also terminate upon written notice from a party if: (i) receivership or bankruptcy proceedings are instituted against or by the other party, (ii) the other party makes an assignment for the benefit of creditors, or (iii) the other party dissolves.
Notwithstanding the foregoing, Shoreline Media Marketing may immediately terminate this Agreement if Client fails to pay fees owed for two (2) or more billing cycles. Upon any termination under this Section, Client shall remain obligated to pay Shoreline Media Marketing all accrued and unpaid fees and expenses as of the termination date.
Early Termination by Client. All agreements are for a minimum twelve (12) month term unless otherwise stated in a signed proposal. If Client terminates this Agreement prior to the expiration of the twelve (12) month term (or any other agreed term), Client acknowledges and agrees that it is responsible for payment of the entire remaining balance of the Agreement, which shall become immediately due and payable in full upon termination.
Ownership of Deliverables. In the case of website development or other creative services, if this Agreement is terminated before the end of the agreed term and all amounts owed remain unpaid, Shoreline Media Marketing retains ownership of all website content, design, files, and related deliverables. Such deliverables may be withheld or removed from hosting until payment is received in full or until an alternative settlement amount is agreed upon by both parties.
Property Rights. All content, designs, website files, SEO services, proprietary software, or tools created, implemented, or provided under this Agreement remain the property of Shoreline Media Marketing until the Agreement term is completed and all invoices are paid in full. Services, tools, or software provided by Shoreline Media Marketing may be suspended or discontinued immediately upon termination or default. No account access shall be granted until all outstanding balances are satisfied.
15. SHORELINE MEDIA MARKETING’S COVENANTS
Shoreline Media Marketing shall perform the work and deliver the Services agreed upon herein; provided, however, Client is current with all amounts due to Shoreline Media Marketing does not guarantee any level of success in terms of website traffic, sales, memberships, or any other aspect of this Agreement. Shoreline Media Marketing may hold, to the extent permitted by law, any funds held by Shoreline Media Marketing on behalf of Client without interest, and will remit to Client any amounts received by Shoreline Media Marketing and due to Client under this Agreement within thirty (30) days, or such shorter period as required by law, from their receipt.
16. CLIENT’S COVENANTS
The client shall perform all the tasks allocated to the Client in the section entitled “Special Instructions” in the Services Order Form. The client agrees that any services to be performed by Shoreline Media Marketing for the Client under this Agreement may not be resold or otherwise transferred by the Client to any person or party. The client agrees that any work which Shoreline Media Marketing is not able to perform or is delayed in performing by reason of (i) Client’s failure or delay in performing its tasks, or (ii) acts of God, terrorism, government regulations, and orders imposed after execution of this Agreement, communication line failures, power failure, the infrastructure of the Internet, third party actions that are illegal under either federal or state law, earthquakes or other disasters, or any cause beyond the reasonable control of Shoreline Media Marketing, shall excuse Shoreline Media Marketing to that extent.
17. NON-SOLICITATION
Client covenants and agrees that during the term of this contract and for a period of twenty-four (24) months after the termination of this agreement, regardless of the reason for termination, Client will not, directly or indirectly, on their own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of Shoreline Media Marketing to terminate their employment relationship with Shoreline Media Marketing. In the event, Shoreline Media Marketing is required to enforce the terms of this Section 19, the limitations on liability contained within Section 11 and the dispute resolution procedures contained within Section 21 shall not apply. The client acknowledges and agrees that any violation of this Section 19 would cause substantial, irreparable damage to Shoreline Media Marketing and that it is impossible to measure in money the damages that would be caused to Shoreline Media Marketing by such violation. Accordingly, Client acknowledges and agrees that in the event that Client violates this Section 18, Shoreline Media Marketing shall be entitled to obtain immediate injunctive relief to prohibit Client from such action and Client hereby consents to the entering of a court order compelling such relief.
18. LEGAL ADVICE
Client shall consult with its own attorneys, accountants, and advisors regarding the effect and operation of this Agreement, including without limitation the tax consequences of this Agreement for Client; Client is not relying on Shoreline Media Marketing, its officers, directors, or shareholders for such advice.
19. DISPUTE RESOLUTION
Subject to the provisions of paragraph 19 above, in the event of a dispute, the parties shall first attempt to resolve the dispute between themselves in good faith and then, if unsuccessful, by commercial mediation. At the request of either party, the other party shall make itself available for mediation within thirty (30) days of the request, using the mediation rules of the Judicial Arbitration and Mediation Service (“JAMS”). If the dispute cannot be resolved in this manner, the dispute shall be resolved by binding arbitration using the relevant arbitration rules of JAMS, and judgment upon the award rendered by the arbitration tribunal may be entered into any court having proper jurisdiction. In the event that Shoreline Media Marketing is deemed a prevailing party in any mediation and/or arbitration proceeding, the Client will be responsible for paying Shoreline Media Marketing’s reasonable attorney fees in connection with any such mediation and/or arbitration proceeding. Nothing contained herein shall prevent either party from exercising its right to injunctive relief in any court of law having proper jurisdiction. Payment disputes on payments made to any 3rd party such as Google, Facebook, etc. must be handled by the client and not the agency. Ad campaign billing disputes such as Facebook, Google Ads, LinkedIn, etc. will be managed by the client and the third-party platform. The client will pay for Ad Spend and budget. Our agency will NOT terminate or edit ads or campaigns. Termination, Control, and monitoring are up to the client once a contract has been terminated.
20. PAYMENT AUTHORIZATION
The client hereby expressly authorizes Shoreline Media Marketing to charge the credit card identified on the Payment Authorization Form for any one-time setup fees and on a monthly basis for all services rendered. The client expressly agrees not to dispute or otherwise contest these scheduled transactions with the Client’s credit card company. If paying by check a Credit Card will be held on file. If the account is delinquent for 15 days Shoreline Media has the right to charge the card with the amount due along with any late fees that occur.
21. CHARGEBACK DISPUTE PROCEDURES
Purchases will appear on the Client’s credit card/debit card statement as “Shoreline Media Marketing”. The client agrees not to file a credit card or debit card chargeback with regard to any purchase and instead to abide by the dispute resolution procedures outlined in Section 21. In the event that Client breaches this paragraph 23 and files a chargeback, upon resolution in Shoreline Media Marketing’s favor of the chargeback, Client agrees to reimburse Shoreline Media Marketing for any and all chargeback fees and attorney fees incurred in responding to such chargeback. If the Client’s chargeback is upheld, the Client agrees to pay the same costs, in addition to the original purchase price, but Shoreline Media Marketing will use the dispute resolution procedures set forth in Section 21 to confirm and collect such amounts.
22. REPORTING & DASHBOARD ACCESS
Clients do not have the right to share or allow 3rd party login to any and all reporting platforms, dashboards, portals, and other areas owned by Shoreline Media Marketing. Client log-in and reporting platforms are owned by Shoreline Media Marketing and cannot be shared or viewed by anyone other than the contracted parties and contacts on the final signed agreement. These logins and access credentials are tracked. This will result in a breach of service and account locking. The client (You) agree NOT to share any access to any platform.
23. ACCOUNT ACCESS – SOCIAL PLATFORMS & MORE
You allow Shoreline Media Marketing to access your Social Media Platforms as well as other reporting platforms. You will give or allow Administrator access so that Shoreline Media Marketing can perform marketing on behalf of your company. You will prove ownership with you remaining the PRIMARY owner of all accounts to Shoreline Media Marketing so that the correct API integration and reporting can be established between the client and Shoreline Media Marketing. The client agrees that they will control ownership of any Ad accounts and payment profiles under those ad accounts. Shoreline will not stop or cancel any accounts. If an account is terminated it is up to the client to stop all and any ads under the accounts managed by Shoreline.
24. WEB & SEO PACKAGES
Each proposal will have specific information indicating what is included. All of our SEO packages come with a certain amount of edits, enhancements, and some other services. Redevelopment of websites or complete re-designs does not fall under ANY of our SEO or Marketing packages. Our Local SEO plans will not cover outside of local territories and not cover any additional regions unless otherwise stated. Basic maintenance packages do not fall under any enhanced services and will only cover basic maintenance as stated in the contract. Tools, plugins, and data points associated with any of our web & SEO agreements such as but no limited to internal linking, custom review tools/plugins, etc. will be removed upon cancellation of services.
25. MISCELLANEOUS
This Agreement is binding on and inures to the benefit of the successors, assigns, and legal representatives of the parties; however, Client’s interest shall be assigned only with the prior written consent of Shoreline Media Marketing No transfer or assignment of this Agreement shall release Client from its obligations. No changes to this Agreement shall be valid unless made in writing and signed by both Shoreline Media Marketing and Client. No waiver by either party shall be a waiver of any subsequent breach of or failure to perform the same or any other term, condition, or obligation hereof. Each party shall be solely responsible for making any governmental filings or reports that such party is required to make as a result of the transactions arising out of this Agreement. It is agreed by the parties hereto that the venue of any action arising under this Agreement shall be in Monmouth County, New Jersey, and the laws of the State of New Jersey (excluding its conflicts of laws rules) shall govern this Agreement. Should any part of this Agreement contravene public policy or laws of the jurisdiction in which it is sought to enforce the same, then such part shall be considered null and void and have no force and effect, and the balance of the terms and conditions of this Agreement shall remain valid and in full force and effect. In regard to payment of any amount due hereunder, time is of the essence. Any required notice under this Agreement shall be in writing and delivered to a contact person designated by a party (i) by personal delivery, (ii) by facsimile transmission when receipt is confirmed orally, (iii) by overnight courier upon written verification of receipt, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Sections 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 19, and 21 shall survive the termination of this Agreement.
26. NDA
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. Client information will stay within Shoreline Media. No contact information, business information, etc. will be shared with other clients, outside parties, or vendors unless otherwise signed by the client. All information remains private. Client data such as ranking, reports, keywords, creatives, spend and any items pertaining to. the digital Strategy will not be shared. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing. The client agrees they are responsible for all payment information on all Digital Assets such as Facebook, Google, and other 3rd party Marketing directories and platforms. The client agrees that information will not be given to other agencies while in contract with Shoreline Media.
27. Advertiser Acknowledgements. Advertiser acknowledges and agrees to the following:
1. All fees are non-refundable.
2. All fees, services, documents, recommendations, and reports are confidential.
3. No other person or agency (including the Advertiser’s internal resources) may make changes to the campaign or campaign assets without the prior written approval of Shoreline Media Marketing/Digital Marketing.
4. Shoreline Media Marketing/Digital Marketing will not be held liable for any impact, however direct or indirect, that any changes made by any party outside of the agency may have on campaign performance.
5. Shoreline Media Marketing/Digital Marketing is not responsible for changes made to any other properties by other parties that adversely affect the performance.
6. Advertising networks may, at their discretion, change the active status of an account.
7. Shoreline Media Marketing/Digital Marketing will work to be as responsive as possible. However, larger change requests may take longer to complete. Advertiser agrees to provide adequate notice for time-sensitive campaign and website updates.
8. Shoreline Media Marketing/Digital Marketing has no control over the policies of advertising networks with respect to the type of sites and/or content that search engines accept now or in the future. The Advertiser’s website may be excluded from any directory or search engine at any time at the sole discretion of the advertising network.
9. Due to the competitiveness of some keywords/phrases, ongoing changes in ad platform algorithms, and other competitive factors outside of our control, Shoreline Media Marketing/Digital Marketing cannot and does not guarantee #1 positions or consistent positions for any particular keyword, phrase, or search term.
28.Work Product and Inventions
Except as set forth below, and conditioned upon full payment of the Management Fee, all Services created for Advertiser by Shoreline Media Marketing/Digital Marketing (the “Work Product”) shall be considered “work made for hire” with all right, title and interest to such Work Product vesting in Advertiser. Advertiser shall have the right to use the Work Product or any part or parts thereof as it sees fit. At Advertiser’s request, during and after the term of this Agreement, Shoreline Media Marketing/Digital Marketing shall, and hereby does, assign all right, title, and ownership interest in, to, and under the Work Product to Advertiser and shall assist and cooperate with Advertiser in all respects, and shall execute documents, and shall take such further acts reasonably requested by Advertiser to enable Advertiser to acquire, transfer, maintain, perfect, and enforce its intellectual property rights and other legal protections for the Work Product, subject only to Advertiser making full payment of the Fee and as invoiced by Shoreline Media Marketing/Digital Marketing to Advertiser. Work Product shall not include Shoreline Media Marketing/Digital Marketing pre-existing proprietary information and methodologies for delivery of the services set forth herein, document templates, code, or project tools used by Shoreline Media Marketing/Digital Marketing to deliver the Services, and Shoreline Media Marketing/Digital Marketing – owned materials in the Work Product (collectively, “Shoreline Media Marketing/Digital Marketing Intellectual Property”). Nothing herein shall be interpreted to prevent Shoreline Media Marketing/Digital Marketing from performing similar services for any other Shoreline Media Marketing/Digital Marketing Advertiser. In the event any Shoreline Media Marketing/Digital Marketing Intellectual Property is required to use the Work Product or receive benefit from the Services, Shoreline Media Marketing/Digital Marketing hereby grants to Advertiser a nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the Shoreline Media Marketing/Digital Marketing Intellectual Property solely for its internal business purposes.
29. Cancelation of actual services
Let’s say we move services away from shoreline (which never happens 😁) what services are stopped and what control do I have?
First, this would be determined on what stage of the agreement you’re in. If you have us build a site and you’re paying for that site build each month that would have to be paid if you are taking your site. If this is a site you already had that we are working on the site is 100% yours.
You have full control of everything you own. The server and any third-party accounts that we use that are not tied to our agency platforms are owned by your email address.
Services that Shoreline includes in our Search Engine Optimization and Website Strategies will be stopped, paused, or canceled at the time you stop services. These services are agency-paid services that Shoreline pays for but allow clients to use may include: Shoreline chat features, Shoreline pop-up features, Shoreline call tracking, Shoreline reporting, Shoreline dashboard, Shoreline lead tools, custom shoreline plug-ins, Shoreline SEO features/tools, Shoreline CRM capabilities, etc. Keep in mind these are only removed so there are no errors on your website or issues with your website when you have tracking scripts or features that integrate with our SEO systems and strategies. This is done to protect the website and help avoid downtime and load issues.
ADDITIONAL
Assignment
Advertiser may not assign this Agreement, in whole or in part, without WebTheory’s prior written consent. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption in violation of this Section 12 shall be null and void.
Indemnity
Advertiser agrees to defend, to indemnify, and to hold harmless Shoreline Media Marketing/Digital Marketing from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys’ fees, arising from Advertiser’s violation of law, or violation of any copyright, patent, trademarks or other intellectual property rights owned by third-parties, intentional act, omission, or breach of contract of Advertiser, its agents or employees. Shoreline Media Marketing/Digital Marketing agrees to defend, to indemnify, and to hold harmless Advertiser from any third-party liability including, but not limited to, damages, costs, interest, and reasonable attorneys’ fees, arising from Shoreline Media Marketing/Digital Marketing intentional acts or omission of Shoreline Media Marketing/Digital Marketing, its agents, contractors or employees, except that Shoreline Media Marketing/Digital Marketing shall not be liable for any third-party claims that arise out of Shoreline Media Marketing/Digital Marketing performance of any Services pursuant to instructions provided by Advertiser.