Merayan Media (Merayan, LLC) Terms and Conditions shall manage your use of our website, merayan.com.
These Terms will be applied fully and affect to your use of this Website. By using our website, you agree to accept all terms and conditions written in here. You must not use this website if you disagree with any of these Website Standard Terms and Conditions.
SERVICES
Merayan Media is in the business of providing Paid Media Management, and/or search engine optimizing (SEO) services and the Client wishes to engage Merayan Media to provide Paid Media Management, search engine optimizing (SEO) services (the “Services”). The Client hereby agrees to engage Merayan to provide Paid Media Management services hereby made a part of this agreement.
TERM & SUBSCRIPTION
Your three-month subscription for ad management services will start when Merayan Media confirms your payment and will continue for a period of three months. Your subscription will be billed every 30 days in three equal payments. When you purchase a three-month subscription, auto-renew is automatically selected in your Merayan Media Account. At the end of the three-month subscription period, Merayan Media will bill you on a month-to-month basis until you cancel your agreement. If you do not wish your subscription to auto-renew, please notify Merayan Media at least 30 days prior to your subscription end date.
TERMINATION
Unless either Party terminates for a material breach by the other Party as provided herein, this Agreement may not be terminated prior to the Initial Term above by either party. Under no circumstances will Merayan be obligated to provide any refunds of the amounts paid for the Services hereunder. During the Initial Term and any additional term agreed to in the Addendum or otherwise, Client agrees to (a) provide thirty (30) days written notice to Merayan of a request to cancel Services, (b) pay an early termination fee equal to one (1) months of Service, and (c) agree to pay any and all outstanding balances for Services rendered immediately. The client understands that upon an early termination of this Agreement, Merayan reserves the right to stop all work immediately. This Agreement and any work assignment in progress may be terminated by Merayan at any time without prior written notice to Client in the event that: (a) Client fails to meet the terms and or conditions of this Agreement; (b) Client defaults on payment as set forth in Section 3.
OWNERSHIP OF MATERIALS
All materials, data and similar items, produced by Merayan hereunder in connection with the Services shall be, at all times, the sole property of The Client. All services and software used by Merayan shall at all times be the sole property of Merayan. At the close of the agreed upon initial contract The Client and Merayan may have the option to start a new contract and continue services.
CLIENT AGREEMENTS
● Basic metrics on what funnels and traffic sources are currently working in Client’s business.
● Detailed description of Client’s market/buyer.
● Any JavaScript and html work needed to deploy the advertising pixels on the client's website and landing
pages. Appropriate contacts with members of the client's team including, but not limited to, marketing,
product and customer support staff members.
● Access to hosting account, CRM and other systems as it relates to the funnel build out and website or
landing page creation.
● All product-based assets, including the items such as lead magnet, liquidation offer, upsell offer, seasonal
offer, monthly offer.
NON-INTERFERENCE
The Parties agree that, unless otherwise agreed to by the Parties in writing, during the performance of any Services hereunder and for a period of two (2) years after termination of such Services, Client shall not solicit, entice, encourage or induce (hereinafter collectively “solicit”) any person who at any time during the Initial Term or Term of this Agreement shall have been an employee, staff, consultant, temporary personnel or technical personnel of Merayan to cease being an employee, staff, consultant, temporary personnel, technical personnel or independent contractor of Merayan and to become employed by or associated with any person, firm or corporation other than Merayan, and Client shall not approach any such employee, consultant or contractor for such purpose or authorize or knowingly approve the taking of such actions by any other person, firm or corporation or assist any person, firm or corporation in taking such action. In the event that Client breaches the covenants contained in this Section 10, Client agrees to pay to Merayan an amount equal to two times the annual salary (or annualized contract payments) of each employee or contractor as liquidated damages and agrees that such amount is a reasonable estimate of the cost and expense to Merayan to retain new personnel.
NON-DISCLOSURE
Client agrees that any and all proprietary information obtained from Merayan, including the products and Services used to carry out the terms of this Agreement, the methods in which products and Services are implemented, information about inventions, designs, methods, systems, improvements, and any other proprietary and confidential matters gained as a result of this Agreement will be considered strictly confidential and shall not be used by or directly or indirectly disclosed by Client to any person or persons without Merayan prior written permission. Except as set forth in the last sentence hereof, Merayan agrees that any and all proprietary information which may be obtained by Merayan from Client, its employees or consultants, including information about inventions, designs, methods, systems, improvements, and other private matters gained while on the premises will be regarded as strictly confidential and shall not be directly or indirectly used by or disclosed by Merayan to any person or persons (other than Merayan) employees or vendors with a need to know solely for the purposes of this Agreement) without Client’s prior written permission. Notwithstanding the foregoing, Merayan shall be entitled to use Client’s name and results from the Services in any and all marketing materials utilized by Merayan to market its Services.
LIABILITY LIMITATIONS
Except for bodily injury, Merayan TOTAL LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THE PERFORMANCE OF MERAYAN UNDER THIS AGREEMENT AND/OR ARISING UNDER ANY THEORY AT LAW OR EQUITY (WHETHER TORT, NEGLIGENCE OR OTHERWISE), AND INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, LOST REVENUES, LOST OR CORRUPTED DATA, LOST USE, OR PUNITIVE DAMAGES AND ANY OF CLIENT'S CLAIMS OF CONTRIBUTION AND INDEMNIFICATION RELATED TO THIRD PARTY CLAIMS ARISING OUT OF SERVICES RENDERED BY MERAYAN, AND FOR ANY LOSSES, INJURY OR DAMAGES TO PERSONS OR PROPERTIES IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO THE PAYMENTS RECEIVED BY MERAYAN FROM CLIENT HEREUNDER DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. Client agrees that it will not allege that this remedy fails of its essential purpose.
WARRANTYMATTERS
Merayan warrants that its Services shall be performed consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product,
document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY MERAYAN CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS
WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE
SEVERABILITY
If any provision of this Agreement is deemed as unenforceable or invalid under any applicable law or is so determined by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decision.
FORCE MAJEURE
Other than with respect to payment obligations hereunder, if either party is unable to perform any of its obligations under this Agreement because of a natural disaster, actions or decrees of governmental bodies, communications line failure not the fault of the affected party, or other events beyond the reasonable control of the affected party (a “Force Majeure Event”), the party who has been so affected will immediately give notice to the other party and will do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement will be immediately suspended for the duration of the Force Majeure event.
INDEMNIFICATION
Each Party shall indemnify, save, defend, and hold the other Party, and their respective officers, directors, shareholders, managers, members, employees and agents, harmless from and against all claims, liabilities, demands, causes of action, losses, damages, taxes, penalties, liens, costs, and expenses, including but not limited to interest, penalties, court costs, and attorneys' fees, incurred by the other Party (collectively, "Liabilities") in connection with any (a) material breach of any of the terms of this Agreement by the indemnifying party, or (b) act, omission, or misrepresentation of the indemnifying party, unless such Liabilities are caused by the gross negligence or intentional torts of the other Party
MISCELLANEOUS
This Agreement, along with the Addendum if entered into, shall be governed by the laws of the State of Arizona, without regard to the conflict of laws provisions thereof. It constitutes the entire Agreement between Client and Merayan for the Services.
A good faith (realistic) effort must be made by both parties to rectify disputes regarding service prior to pursuit of other avenues of resolution including but not limited to litigation. Failure to exercise this good-faith effort and document the same by a party shall result in that party's losing the right to have attorney's fees and costs awarded to them in the event that they were successful in such dispute. Following use of such efforts, any controversy, dispute, or claim arising out of or related to this Agreement or breach of this Agreement shall be settled solely by confidential binding arbitration by a single arbitrator in accordance with the commercial arbitration rules of JAMS in effect at the time the arbitration commences. The award of the arbitrator shall be final and binding. Except as otherwise provided in the prior paragraph, the arbitrator shall also award to the prevailing party in the arbitration (as determined by the arbitrator) reasonable legal fees, expert witness fees, and related costs of the prevailing party. The arbitration shall be held in Phoenix, Arizona, USA.
No action, regardless of form, arising out of this Agreement, may be brought by either party more than two (1) year from the last date of payment.
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
All the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective transferees, successors, assigns, and heirs, unless otherwise specifically provided herein.
The warranties, representations, and covenants of each of the parties hereto shall be true and correct as of the date of this Agreement and shall survive the date of the within Agreement.
If any party brings any action or proceeding to enforce, protect or establish any right or remedy under this Agreement or with respect to the transaction contemplated hereby, the prevailing party shall be entitled to recover actual attorney’s fees and costs.
ENTIRE AGREEMENT
These Terms constitute the entire agreement between Merayan, LLC (also known as Merayan Media) and you in relation to your use of this website and supersede all prior agreements and understandings. By checking the box below, the parties hereby understand and agree to all terms and conditions of this agreement.
