By signing up for, or using the XM Digital, Inc. Services, you (HEREINAFTER REFERRED TO AS "YOU” OR “CLIENT” OR "CUSTOMER") must read, agree with and accept all of the terms and conditions contained or expressly referenced all legal documents, including XM Digital's TERMS OF SERVICE ("TOS"), Acceptable Use Policy (“AUP”), Hosting Service Agreement ("HSA"), and Privacy Policy, Service Level Agreement ("SLA") and Accessibility Statement, collectively (hereinafter referred to as "Terms"). The following Terms shall apply to all purchases and use of XM Digital, Inc. (hereinafter referred to as “XMDigital.com” or “XM Digital” or "Company" or "XM Digital, Inc.") as further defined below.

Service Level Agreement  ("SLA")

Updated 03/30/2020

This SLA only applies to your account if you have agreed to, replied to, and acknowledged to the details of the XM Marketing Program sent to you in The Email.

This SLA shall not apply if the Customer has not selected or is not paying for an XM Marketing Program.

Legal Terms And Conditions

DEFINITIONS
Capitalized terms used in this Agreement have the meaning set forth herein or as set forth below:

  1. "The Email" means the email sent to you from XM Digital that will outline the features, services & price to be deployed to your domain name. This is The Email you accepted and replied to as instructed by XM Digital.
  2. XM Digital Website” or “Website” means a WordPress website which is designed and developed for the Client by XM Digital with up to, linked web pages under common control, developed, customized, hosted and managed by XM Digital for Client with ongoing support for the Term of this agreement, which shall only have textual navigation, stock photography from XM Digital licensed affiliates, graphic design & Developed Content; where domain name is a separate Internet resource.
  3. “Paid Media Campaign Management” means creation and management of Client's paid media campaigns in Targeted Geographic Area where advertisements may be displayed on search engines, such as Google, and Bing and Yahoo advertising channels.
  4. Reputation Monitoring & Reporting” means XM Digital’s reporting platform which may include, but is not limited to, displaying website metrics, organic rankings, reputation notifications and targeted directory submissions.
  5. Web Hosting & Maintenance” means a hosted Website by XM Digital for Client with ongoing technical support provided by XM Digital during the Term of this Agreement.
  6. Organic Marketing” means onsite and/or offsite efforts to further Website ranking organically for relevant search terms as determined by XM Digital: monthly blog posts, monthly social media posts, natural link building, GMB management and Citation Management after Launch.
  7. Campaign Creation & Activation” means the recited non-refundable consideration paid by Client on Effective Date to activate your XM Digital account.
  8. Extreme Marketing Program” means the monthly service funds paid in advance by Client which is for the Services which will be performed for that calendar month as outlined in this Agreement.
  9. Developed Content” means content written by XM Digital, approximately 10% of content is provided by Client and XM Digital shall complete the rest and will be approved by Client.
  10. Party” means either XM Digital or Client and are together referred to as the “Parties”.
  11. Areas of Marketing Efforts” means topics that may be targeted by this marketing campaign, specifically in the Customers Targeted Geographic Areas and expressly exclude all others which XM Digital may modify at XM Digital’s discretion.
  12. Targeted Geographic Areas” means the geographic areas in which XM Digital can market the Client’s service areas for the Paid Media Campaign Management which XM Digital may modify at XM Digital’s discretion.
  13. Services” means all services provided under this Agreement which may include, but is not limited to, those necessary services relating to website development, website graphic design, developed content, Google My Business Management, KPI reports, review management software, customer support, online advertising, local SEO, social media SEO, web hosting & web maintenance.
  14. Launch” means the date Website is first publicly accessible online after Client approval. Launch is scheduled for 6 weeks after Effective Date.
  15. Term” means the Commitment Length of this Agreement.
  16. Charge” or “Charges” means payment that is due for any Services.
  17. Third Party Networks” means Microsoft Advertising and/or Google Ads Advertising Platforms.

Client’s Responsibilities

Client Cooperation. Website shall use tracking codes which is essential for XM Digital's delivery of Services. During the Term, Client and/or another third party directed by Client shall not maintain an active paid search or organic campaign to Website.

Online Terms of Service. Client acknowledges that they have read, fully understand and agree to all legal documents described at: https://xmdigital.com/legal/.

XM Digital’s Responsibilities

Delivery of Services to Client. During the Term of this Agreement, XM Digital will deliver the Services identified in this Agreement in a commercially reasonable manner and without undue delay.

Support and Service Level. XM Digital will provide telephone and email support to Client at least during normal business hours (9 AM-6 PM EST, M-F). XM Digital will use commercially reasonable efforts to respond to weekend requests which will be responded to by the next business day.

Representation And Warranties

Client. Client represents and warrants to XM Digital that It has full power and authority to provide and use any Client provided Content or Developed Content and does not and will not violate any intellectual property or other proprietary rights of any third party or create any liability to any third party, specifically XM Digital.

XM Digital. XM Digital represents and warrants to Client that it (i) is authorized to enter into this Agreement, (ii) will deliver the Services in a commercially reasonable manner and without undue delay.

Term; Charges; Termination of This Agreement

Term. Excluding XM Digital Website Services, This Agreement shall be on a month to month basis and will require a (30) thirty-day cancellation notice. If not canceled, XM Digital’s Services shall automatically renew on a month to month basis.

Website. Website is owned by XM Digital and leased to Client until full payment has been received.

Charges. Client agrees to pay the Charges as outlined in The Email. Once initial payment is received, XM Digital will then begin to deploy Services to the domain outlined in The Email.

Termination of Services. The Agreement shall remain in effect until terminated or canceled as set forth herein. This Agreement may be terminated by any Party with a minimum of at least thirty (30) days' prior written notice emailed to contracts [at] xmdigital.com followed by a scheduled phone call to prepare offboarding.

Material Breach. In addition to any other right to terminate set forth herein, either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement ("Material Breach") and fails to cure such breach within five (5) days after receipt of written notice of the same, except in the case of delinquent payments for Services which must be paid in full no later than five (5) days after the Charge due date. Despite anything to the contrary, XM Digital may immediately suspend and/or pause (i) Client's Services if Client is ever one (1) day delinquent on a Charge; or (ii) any other Service if Client is more than five (5) days delinquent on a Charge. Either Party may terminate this Agreement with five (5) days notice if the other Party materially breaches the same material term or condition of this Agreement. Further, an initiation of or a credit card chargebacks and/or canceled checks, which may or may not create delinquent or past-due invoices, shall be a material breach, which may not be cured, where XM Digital may terminate Agreement immediately without notice while reserving all legal rights to be made whole for the full value of the Agreement.

Delinquent Initial Charges. Notwithstanding anything contained herein to the contrary, XM Digital may immediately terminate this Agreement if the first payment is not received by XM Digital within five (5) days of Effective Date.

Marketing And/Or Advertising Services

By entering into this Agreement, Client is electing to have XM Digital provide the Professional Services which are collectively known as “Extreme Marketing Program” as outlined in The Email.

Miscellaneous

Payment. Client shall pay XM Digital all amounts due under the Agreement in full on the recited due date(s), and Client hereby irrevocably authorizes XM Digital to charge Client's provided credit card for any such amounts when due during the Term, and Client agrees to inform XM Digital in writing if the nominated credit card account is canceled, substituted, renewed lost or stolen. Amounts due will be automatically charged on anniversary date, in advance, and are not refundable. XM Digital shall not begin work on Website until receipt of initial payment; and XM Digital shall be under no obligation to perform Services if Client is delinquent on any Charge on any XM Digital agreement.

Paid Advertising Campaigns. If selected in The Email, XM Digital will provide digital advertising on any of the Third Party Network Platforms described in The Email. Client gives XM Digital full permission to market Client’s businesss on Third Party Network Platforms account for the purposes of optimization, management, and setup of Client’s online business. Extreme Marketing Program are a separate service from the fees that the Third Party Network Platforms will charge Client.

Card Chargebacks / Canceled and/or Returned Check Fees. All Client credit card chargebacks, initiations of chargebacks, canceled and returned checks are a Material Breach where XM Digital may immediately terminate the Services and/or Agreement.

Results. Client acknowledges search results, search engine rankings, and Paid Search results are influenced by several factors, and XM Digital does not make any promise or guarantee with respect to any position, placement, rank of Website or ad in any search engine, and XM Digital has made no guarantees, representations or warranties to Client with respect to the results or performance of the Services, including, but not limited to, the quality or volume of Internet traffic or business the Services will generate. Further, Client expressly acknowledges Client is not relying on anything outside the Terms of this written agreement.

Effective Date. This Agreement will become effective when Client executes The Email. The date The Email is executed by Client will be deemed the date of this Agreement.

Disclaimer:

XM DIGITAL RESERVES THE RIGHT TO AMEND ANY PORTION OF THE TERMS WITH OR WITHOUT NOTICE. IT IS THE CUSTOMER'S RESPONSIBILITY TO REVIEW ALL XM DIGITAL'S TERMS FREQUENTLY TO ENSURE COMPLIANCE. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT USE THE SITE. YOUR USE OF OUR SITE FOLLOWING ANY SUCH CHANGE CONSTITUTES YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THE TERMS AS CHANGED. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR USE OF THE SITE AND SERVICES.

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