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Digital Second Opinion
Terms of Service

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Climb Marketing/Digital Second Opinion Terms of Service

By clicking the box next to “I agree to the Terms of Service” on Consultant’s website, you are entering into this Consulting Agreement (this “Agreement”) with Consultant. PLEASE READ THIS AGREEMENT CAREFULLY.

1.    AGREEMENT

This Agreement is between Climb Marketing, a Michigan limited liability company with offices at 1306 W. Madison St., Ann Arbor, Michigan 48103 (“Consultant”), and you at the address you provided on Consultant’s website (“Customer”). This Agreement takes effect at the time Consultant receives payment from you for the Services and you select a time slot for the consultation on Consultant’s website (the “Effective Time”). This Agreement expires upon completion of the Services, except as otherwise provided herein.

2.    SERVICES

Consultant will provide you with services consisting of one (1) hour of oral review and consultation on a digital marketing matter of your description (the “Services”). You agree as part of the booking process on Consultant’s website, or as otherwise requested by Consultant, to describe to Consultant in reasonable detail the digital marketing matter you would like Consultant to review and consult on, including provision to Consultant upon request of any written materials. Consultant reserves the right in its sole discretion to decline to provide Services on any matter. The Services shall be solely oral, and Consultant shall not be required to provide you with any written review, consultation or other written work product. You will be deemed to have accepted the Services upon completion of the one (1) hour consultation.

3.    INTELLECTUAL PROPERTY

Each party shall retain ownership of any intellectual property right(s) owned by such party prior to the Effective Time. No intellectual property right shall be deemed transferred or licensed by virtue of this Agreement.

4.    CONFIDENTIALITY

Customer and Consultant agree to treat any confidential information provided by the other party under this Agreement as confidential in accordance with the Non-Disclosure Agreement between the parties.

5.    REPRESENTATIONS AND WARRANTIES; INDEMNITY; DISCLAIMER

Customer represents and warrants to Consultant that Customer’s provision of information, whether orally or in writing, and Customer’s use of such information, under this Agreement does not violate the intellectual property rights of any third party or violate any confidentiality or other contractual obligation of Customer.

Consultant represents and warrants to Customer that provision of the Services under this Agreement does not violate the intellectual property rights of any third party or violate any confidentiality or other contractual obligation of Consultant.

Each party shall indemnify the other party against all third-party claims, demands or suits, and shall hold the other party harmless from all damages, expenses and costs (including attorney fees), arising from the indemnifying party’s breach of the foregoing representations and warranties.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSULTANT DISCLAIMS AND CUSTOMER HEREBY WAIVES, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE AND ALL WARRANTIES THAT THE SERVICES WILL GUARANTEE OR ENABLE CUSTOMER TO ACHIEVE ANY SPECIFIC RESULT(S).

6.    LIMITATION OF LIABILITY

Except for the indemnity set forth in Section 5, neither party shall be liable (i) for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits or business interruption losses, in connection with this Agreement, or (ii) under any theory of recovery, including contract, negligence, strict liability, warranty or products liability, in an amount in excess of the fees paid by Customer under this Agreement.

7.    NATURE OF RELATIONSHIP

Consultant is an independent contractor and not an employee, agent, joint-venturer or partner of Customer. Consultant is responsible for its own costs and legal responsibilities of doing business, including insurance, taxes, workers compensation, and employment benefits.

8.    GENERAL

All required communications shall be in writing and addressed to the recipient party at its address set forth above, or to such address and person as may be designated by such party in writing. All communications will be deemed given when hand-delivered; or if mailed, by registered mail with verification of receipt, upon date of mailing; or if by electronic mail or facsimile, when received (with verification of transmission sent promptly to the receiving party along with a hard copy of the communication). This Agreement shall be governed exclusively by the laws of the State of Michigan, without regard to its conflict of laws rules. The federal and state courts in Washtenaw County, Michigan shall be the exclusive venue for any disputes between the parties. This Agreement constitutes the entire understanding of the parties with respect to the stated subject matter and replaces any previous or contemporaneous proposals, promise, written or oral communications, or understanding. The Agreement may be amended only by writing signed on behalf of both parties.

 

Last Updated: 11-23-2019