Terms of Service
The present terms and conditions (the “Terms”) is a legal agreement between you and 4U Pact LLC (“4U Pact” or referred to as the “Company”), a Delaware LLC duly organized, validly existing and in good standing under the laws of the State of Delaware.
Definitions
“Client” shall mean the purchaser of the Services provided by 4U Pact LLC and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had actual or apparent authority to act on the purchaser’s behalf.
“Agreement” shall mean the combination of the Terms of Service and the signed “Service Sign Off” (also referred to as “Work Authorization Form”) between the Client and 4U Pact LLC.
“Guarantor” shall mean the decision-maker who has signed the Service Sign Off and who provides a guarantee of obligations stated in the Agreement on behalf of the Decision Maker and the Client.
“Service” or “Services” shall mean any software or service(s) provided by 4U Pact LLC.
1. Services
1.1 It is the Client’s responsibility to make time to meet with their designated Account Manager for the Discovery Meeting. 4U Pact LLC will not delay payment or delay scheduled payment dates due to the client’s inability to make time for their Account Manager during anytime Services are provided.
1.2 4U Pact LLC shall develop and submit digital strategies suggestions/proposals within 5 working days after the meeting with the Client. Upon receipt of submitted digital strategies, Client shall either (i) approve the use of the submitted digital strategies; or (ii) request revisions to the submitted digital strategies. Once submitted, it is the Client’s responsibility to choose between (i) and (ii) above and to inform 4U Pact LLC of the Client’s choice.
1.3 If the Client does not make time for the Discovery Meeting or the digital strategy meeting, 4U Pact LLC will not extend the first month’s term or pause Services to compensate for the Client’s delay.
1.4 Client agrees that 4U Pact LLC will not be held responsible for missed posts, comments, reviews, newsletters, blogs, etc. regardless of the number of posts, blogs, ads, newsletters, creatives, presentations, responses, reviews promised in the proposal, if 4U Pact LLC is not supplied with enough assets in the form of photos, videos, documentation, descriptions and or direction like imaging/color usage and other brand specific information from the Client directly, in order to render the Services promised. The Client acknowledges that 4U Pact LLC will lessen the amounts of Service provided until the Client can supply 4U Pact LLC with the requested assets or clear direction. The Client acknowledges that a lack of assets forces 4U Pact LLC to work harder to produce content, and agrees that no reduction in the cost of Services will be made during any period in which there is a lack of assets.
1.5 Client acknowledges that any increase in trackable metrics takes at least 30 days to achieve and will not hold 4U Pact LLC responsible for any lack of results.
1.6 By purchasing our Services, Client understands that 4U Pact LLC will act on behalf of the Client and in it’s best interests and attempt to perform Services to the best of 4U Pact LLC’s abilities. The Client grants 4U Pact LLC the right to:
1.6.1 create, access and manage profiles, applications, or websites in Client’s name using 4U Pact LLC content, Client’s content, Third Party content, and publicly available information;
1.6.2 post, at 4U Pact LLC’s discretion, content to the profiles, applications, or websites, in Client’s name, including but not limited to content that mentions, discusses, or promotes third parties;
1.6.3 access, collect, read, analyze, and otherwise use on Client’s behalf the information available on the profiles, applications, or websites in Client’s name; and,
1.6.4 host, using the resources of 4U Pact LLC, the profiles, applications, or websites in the Client’s name.
1.7 As a Client of 4U Pact LLC, Client gives 4U Pact LLC full rights to all content that Client sends to 4U Pact LLC for posting and all content that 4U Pact LLC posts on Client’s behalf.
1.8 If Client configures or requests 4U Pact LLC to configure the Client’s website or any of the Client’s social media platforms to share or make available certain content to the public, Client is deemed to acknowledge and agree that everyone will have access to such posted content.
1.9 4U Pact LLC reserves the right, at its sole discretion, to take any action deemed necessary with respect to posted content that violates the terms of the Agreement, including, but not limited to, removal of such posted content.
1.10 Client acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Services offered by 4U Pact LLC shall remain solely with 4U Pact LLC unless expressly stated in writing by 4U Pact LLC otherwise.
1.11 Client understands 4U Pact LLC needs full administrative access in order to properly operate and perform Services and gives 4U Pact LLC full rights to add and or remove any user from their digital platforms used by 4U Pact LLC to manage the client’s Services.
1.12 Client agrees that if the Client requests more than two revisions for any post, newsletter, blog post, design, website change, document, presentation completed by 4U Pact LLC, it will not hold 4U Pact LLC liable for completing the amounts of that particular work originally listed in proposal or Service.
1.13 The Client agrees that the start of service begins immediately after payment is received or the Service Sign Off or Proposal is signed, whichever comes first. Client agrees that the Client fully understands it takes 4U Pact LLC at least 3 months to show any return on investment and will not hold 4U Pact LLC liable for any lack of results before then.
2. Payment
2.1 The set-up fee (also known as “Research fee”) is a one-time only fee, but Service and billing will automatically continue on a month-to-month basis, during which the Client may cancel or change its subscription at any time, given proper sixty-day notice beforehand. The Client agrees every charge is legitimate and approved by the Client.
2.2 A valid credit card or bank information is required for paying accounts and will remain securely on file to cover monthly recurring charges for service.
2.3 Clients who give 4U Pact LLC a check are authorizing 4U Pact LLC to make future payments with their routing and account number and to digitally accept checks as eChecks.
2.4 Client acknowledges and authorizes 4U Pact LLC to make payments and charge the Client on any form of payment given to 4U Pact LLC by the Client for any costs or fees associated with Services or this Agreement. If a payment is declined for any reason, The Client authorizes 4U Pact LLC to make multiple partial payments until any unpaid invoices have been paid in full.
2.5 The Client relinquishes the right to deauthorize the use of a form of payment unless the Client provides 4U Pact LLC with a new form of payment that can successfully be charged. The Client agrees to authorize or re-authorize any and all payment methods if the Client’s desired payment method cannot be charged for whatever reason.
2.6 Initial charges for Service, which include the one-time set-up fee, the first month’s payment, and any other applicable fees or costs, will be paid in advance of Services being provided by 4U Pact LLC to Client.
2.7 4U Pact LLC will attempt to charge Client’s form of payment monthly commencing one month from the date the Client makes the first initial payment.
2.8 Charges not paid by the due date for any reason may result in the suspension of Services until full payment is received.
2.9 Any delay in payment, reversed payment, stopped payment, bank disputed charges, voided charges or an inability for 4U Pact LLC to successfully charge the payment method on file may result in a $25 per day fee starting from the due date of the invoice which payment was delayed or unsuccessful. The Client agrees that no invoice will go past 30 days late without being paid. While this is being sorted out all services will be stopped.
2.10 All advertisement budgets are subject to a 5% fee calculated on any advertisement cost 4U Pact LLC incurs while providing Services to the Client if 4U Pact LLC is collecting the advertising cost. This fee will either be taken out directly from the advertising budget or added to the charge of the advertising budget.
2.11 Fees incurred by 4U Pact LLC and any lawyer (also known as lawyer fees) acting on 4U Pact LLC’s behalf while trying to attempt to collect a debt, disputed charges, fees, past due invoices, incurred or owed by the Client, will be the full responsibility of the Client to pay and are due five days after 4U Pact LLC or its associates invoices the Client.
2.12 The Client certifies that he/she is an authorized signer on any bank account used to pay for 4U Pact LLC services. The Client will not dispute any ACH transaction initiated pursuant to this agreement. The Client requests the financial institution that holds the bank account associated with payment to 4U Pact LLC to honor all ACH entries initiated in accordance with this agreement.
2.13 Client acknowledges that the payment method given to 4U Pact LLC may be added on, given, shared, or uploaded to third-party sites for the purpose of purchasing advertisements, media, services, tools, stock assets, freelance services on behalf of the Client to maintain services.
2.14 The Client agrees that they are not entitled to any prorated invoice or charges by any means whatsoever. The Client acknowledges that each payment is due in full.
2.15 If an invoice is 30 days or more past due, the Client agrees that at 4U Pact LLC’s discretion, 4U Pact LLC may put the Client’s account on pause with a resume date a minimum of 1 month from the pause date.
3. Cancellation and Termination of Services
3.1 4U Pact LLC completes the work and staffs their team for a Client’s Services thirty days in advance; thus, 4U Pact LLC requires thirty days’ notice before the effective cancellation date or Client may be billed for additional months in accordance with Client’s payment plan. The Client agrees to be bound by any term or commitment to 4U Pact LLC, if any is stated on the proposal signed by the Client, that will renew automatically at the end of the stated term or commitment unless a notice of termination has been submitted by the Client at least thirty days before the renewal of the commitment. Client agrees if any late fee is accrued for any reason listed in this Agreement, the client will be required to give an additional thirty days’ notice before the effective cancellation date or the Client may be billed for additional months in accordance with Client’s payment plan.
3.2 Clients are required to cancel their Service with 4U Pact LLC in writing via email sent to sales@4UPact.com and are solely responsible for properly canceling their Service.
3.3 4U Pact LLC in its sole discretion has the right to suspend or terminate Client’s Service and refuse any and all current or future use of 4U Pact LLC’s Services for any lawful reason at any time, and termination will result in deactivation or deletion of Client’s Service or access to Client’s Service.
3.4 4U Pact LLC reserves the right to refuse service to anyone for any lawful reason, at its own discretion at any time.
3.5 No refund or prorated payment will be granted for any fee, cost, credit, advertising budget or advance payment under any circumstances unless the Client can prove 4U Pact LLC has not produced results under the Money Back Guarantee clause. Any unspent advertising budget can only be used as a credit towards future Services.
3.6 Any harassment, threat, or similar conduct towards 4U Pact LLC, or towards a third party via Client’s 4UPact website , website, or social media platforms, will result in immediate termination of Client’s Service and must pay for the remaining months of the commitment or the sixty days required for the cancellation notice, whichever is greater, in one lump-sum payment within five days of the request.
3.7 If the Client decides to cancel and then later retains 4U Pact LLC’s Services, prior discounts will not be valid.
3.8 Upon proper termination of the Client’s Services, the Client retains the right to access and control any profiles, applications, and Client’s content unless there are unpaid, pending or delinquent invoices that are due by the client.
3.9 Upon breach of Agreement, 4U Pact LLC may delete, disable, alter, remove, retain, or otherwise dispose of profiles, tools, services or applications used by 4U Pact LLC.
3.10 Cancellation of Services by the Client may result in the termination of Services on the day that the cancellation takes place.
3.11 If a cancellation of Services request has been submitted or the client has breached the Agreement, the Client agrees to pay for the remaining months of the commitment in one lump-sum payment within five days of the request..
4. Pre-Dispute Mediation
4.1 Client agrees to first try in good faith to settle any dispute with 4U Pact LLC that may arise out of or relate to the Agreement by negotiation and if that fails, by mediation under the Mediation Rules of the American Arbitration Association or such other process of mediation or dispute resolution procedure on which the parties may agree upon.
4.2 Consent of 4U Pact LLC to participate in mediation will be required where the Client fails to raise a good faith dispute to payment prior to initiation of collection proceedings against the Client.
5. Limitations of Liability
5.1 4U Pact LLC shall not be liable for and Client waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Client by 4U Pact LLC.
5.2 Client agrees that the liability of 4U Pact LLC arising out of any claim in any way connected with the Agreement will not exceed the total amount the Client has paid 4U Pact LLC pursuant to the Agreement within the six month period before the date the claim arose.
5.3 Client further agrees that 4U Pact LLC is not and will not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including without limitation, attorney fees) relating to the Agreement.
5.4 Client agrees that these limitations of liability apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, whether those damages are foreseeable and whether Client has been advised of the possibility of those damages.
5.5 Each provision of the Agreement that provides for a limitation of liability, disclaimer of damages, or exclusion of damages is to allocate the risks of the Agreement between the parties.
5.6 This allocation is reflected in the pricing offered by 4U Pact LLC to Client and is an essential element of the basis of the bargain between the parties.
5.7 Each of these provisions is severable from and independent of all other provisions of the Agreement.
6. Disclaimer of Warranties
6.1 4U Pact LLC hereby disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights with respect to any services provided by 4U Pact LLC.
6.2 4U Pact LLC makes no warranty that its services when provided to Client in digital or electronic format will be compatible with Client computer and/or other equipment, or that these Services will be secure or error-free. Nor does 4U Pact LLC make any warranty as to any results that may be obtained from the use of the Service.
6.3 4U Pact LLC hereby disclaims all warranties of any kind related to Client’s hardware or software beyond the warranties provided by the manufacturer of Client’s hardware or software.
7. Indemnification
7.1 Client hereby agrees to indemnify and hold harmless 4U Pact LLC and its directors, officers, agents, and employees against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
7.1.1 Client’s breach of any obligation stated in the Agreement, or
7.1.2 Client’s negligent acts or omissions.
7.2 4U Pact LLC shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of the Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Client:
7.2.1. promptly gives written notice of the Claim to 4U Pact LLC (provided, however, that the failure to so notify shall not relieve 4U Pact LLC of its indemnification obligations unless 4U Pact LLC can show that it was materially prejudiced by such delay and then only to the extent of such prejudice)
7.2.2. gives 4U Pact LLC sole control of the defense and settlement of the Claim (provided that 4U Pact LLC may not settle any Claim unless it unconditionally releases Client of all liability); and,
7.2.3. provides to 4U Pact LLC, at 4U Pact LLC’s cost, all reasonable assistance.
7.3. However, 4U Pact LLC shall not be required to indemnify Client in the event of:
7.3.1 if the infringement or misappropriation was caused by or due to any act or omission of the Client, in whole or in part,
7.3.2 modification of the Service by Client in conflict with Client’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification;
7.3.3 use of the Service in combination with any other product or service not provided by 4U Pact LLC to the extent that the infringement or misappropriation would not have occurred but for such use; or,
7.3.4. use of the Service in a manner not otherwise contemplated by the Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.
8. General Provisions/Additional Terms
8.1 Binding Effect of Contract. The Agreement between the Client, Guarantor and 4U Pact LLC shall constitute a legally binding contract between both parties. All provisions that logically ought to survive termination of this agreement shall survive.
8.2 Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
8.3 Effective Date. The effective date of the Agreement shall be the date on which the Client submits the first payment for Services to 4U Pact LLC.
8.4 Terms Subject to Change. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our Site. Client agrees that no notice to Client is necessary to update, change or replace any part of these Terms. Any update or change to these Terms will go into effect thirty (30) business days after being updated or changed. Client understands and agrees that it is Client’s responsibility to periodically check for changes to the Terms. Specifically, Client agrees they will check the Terms on a monthly basis. If the Client does not agree to the new Terms, they may contact us at: sales@4upact.com within the five (5) business day period set forth above to reject acceptance of the new Terms. In the event Client rejects the new Terms, Client will continue to be bound by the Terms in effect prior to the update or change. Failure to contact 4U Pact LLC within the five (5) day period and your continued use of or access to our Site or Services following the posting of any changes to these Terms, constitutes acceptance of those changes.
8.5 Captions for Convenience. All paragraph captions and headings are inserted for convenience only.
8.6 Recorded communication. Client agrees to have every voice communications recorded with customer’s consent, these recordings will be used for quality controls and training purposes.
8.7 Relationship of the Parties. Nothing herein shall be construed so as to create a relationship of partnership or joint venture between the parties hereunder.
8.8 Sale, Assignment or Transfer of Contract. Neither party may distribute, sell, assign or otherwise transfer the Agreement or any right or interest created hereunder without prior written notification to and permission of the other party.
8.9 Severability of Provisions. If any provision of the Agreement is declared invalid or unenforceable by any court of competent jurisdiction, the remaining provisions of the Agreement shall remain in effect, and shall not be affected thereby except as necessary to adjust for the invalidated provision, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.
8.10 Lawful Operation. Client expressly agrees to follow all applicable state and federal law concerning the operation of their business and agrees that failure to do so could result in termination of the Client’s relationship with 4U Pact LLC.
8.11 Publicity: Client acknowledges that 4U Pact LLC reserves the right to publish or otherwise make public the data or Client communication resulting from the Service provided to the Client without prior consent.
8.12 Timeliness. Client agrees not to commence any action or suit relating to the Agreement or its relationship with 4U Pact LLC more than six months after termination of the Agreement.
8.13 Governing Law. To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, notwithstanding any choice-of-law or conflicts-of-law rules to the contrary. Any judicial proceeding relating to this Agreement shall be commenced and maintained exclusively before any appropriate state or federal court of record in the State of Delaware.
8.14 Consent to Jurisdiction/Forum Selection. Client agrees that any action or suit relating to the Agreement or its relationship with 4U Pact LLC shall be adjudicated in the State of Delaware.
8.15 Merger Clause. Client agrees that the Agreement between Client and 4U Pact LLC embodies the entire agreement of the parties in relation to the Services to be rendered by 4U Pact LLC, and that no understandings or agreement, verbal or otherwise, exist between the parties except as herein expressly set forth.