The following Terms and Conditions (“Terms”) are applicable to all services and work provided by Ripe Marketing (“Ripe”), with its principal place of business at 2384 Dunwoody Xing, Suite I, Dunwoody, GA 30338 and a client (“Client”) that has authorized and paid for Ripe to provide the services and work. Ripe and Client may be referred to hereunder individually as a “Party” and collectively as the “Parties.” Any questions or concerns about these Terms should be directed to [email protected].
PAYMENTS & FEES
- All payments must be made electronically through FreshBooks. We accept most credit and debit cards, as well as PayPal and Stripe. We do not accept cash, checks or money orders.
- All Contracts include Ripe Marketing’s fees only. Any and all outside costs including but not limited to, ad spend, third party software licenses/subscriptions, hosting, domain registration, will be billed to the Client unless specifically otherwise provided for in the Contract.
- All invoices must be paid within 7 days of receipt with a 5 day grace period, after which an interest charge will be applied. A monthly interest charge of 1.5% (or the greatest amount allowed by state law) is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Ripe Marketing reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
- Ripe Marketing will prioritize performance of Services and undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Contract. Client agrees to review the Deliverables within the time identified for such reviews and to promptly either (i) approve the Deliverables in writing or (ii) provide written comments and/corrections to sufficiently identify the Client’s concerns, objections, or corrections to Ripe Marketing. Client acknowledges and agrees that Ripe Marketing’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions and any delay in Client’s performance or Changes in the Services or Deliverables requested by Client may delay the delivery of the Deliverables. Any such delay caused by the Client shall not constitute a breach of any term, condition, or Ripe Marketing’s obligations under any Contract.
- Ripe Marketing will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Ripe Marketing in writing, of any failure of such Deliverable to comply with the specifications set forth in their Contract, or of any other objections, corrections, changes, or amendments Client wishes made to Deliverables. Client is solely responsible for proof reading content before submitting to Ripe Marketing to ensure of proper spelling, grammar, etc.
- Client acknowledges it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than Ripe Marketing; (b) providing, upon request by Ripe Marketing, access to any of Client’s online accounts which are required for Ripe Marketing to deliver its services; (c) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided for in the Contract; and (d) final proofreading and in the event that Client has approved Deliverables but with errors, such as, by the way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
- Client agrees to submit material and all communication regarding the Project to Ripe Marketing via the methods specified by Ripe Marketing to Client. Communications and/or material submitted outside the specified methods will be ignored.
- Ripe Marketing does not store Client material and/or passwords once project is turned over to Client. Client is solely responsible for but not limited to, storing content, passwords, backups, etc. used in the delivery of Services by Ripe Marketing in order to execute any Deliverables.
- For services which include creating Content (copywriting and/or images, other design elements, etc.) as part of the Deliverables, excluding professional copywriting as an a la carte or add-on service, and including but not limited to SEO, Google Ads, Facebook/Instagram Ads, Email Marketing, and Social Media Optimization, Client grants Ripe Marketing unrestricted permission to publish the Content upon Ripe’s sole discretion and without initial review by Client.
- Client understands and acknowledges that while Ripe may occasionally request that the Client review the included Content for approval, this does not constitute an obligation by Ripe to submit all Content for review prior to publishing.
- Upon publication of included Content, the Client has 5 business days to submit to Ripe any request for changes to the Content.
- All ongoing marketing Services are sold as a monthly subscription. This includes ongoing Services sold under any BrandGrow package, as well as ongoing Services sold as a BrandGrow add-on or on an a la carte basis.
- All montly subscription fees are automatically charged to the Client’s card on file every 30 days.
- The monthly subscription fee covers Ripe’s time and labor working on the specified Deliverables for a period of 30 days, along with support to the Client during that time.
- In the event of cancellation of the subscription by either party, Ripe will continue to work on the Deliverables through the remainder of the current month. Once a Client’s subscription has expired, Ripe will no longer work on the Deliverables and will cease all support.
- In the event that a Client’s subscription renewal payment cannot be processed for whatever reason, after 2 days Ripe Marketing will pause all Services and support until the account is brought current.
- Client acknowledges and agrees that while Ripe Marketing does outline estimated timelines for Deliverables, some factors, including but not limited to, external events, quality assurance measures, delays in Client communication, etc., may extend those timelines.
- Client acknowledges and agrees that Ripe Marketing is not responsible for any external timelines, including but not limited to those imposed by the Client or by any third parties (e.g., Client’s product launch, manufacturing deadlines, seasonal promotions, etc.).
- All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Ripe Marketing’s name in the form, size and location as incorporated by Ripe Marketing in the Deliverables, or as otherwise directed by Ripe Marketing. Ripe Marketing retains the right to reproduce, publish and display the Deliverables in Ripe Marketing’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with the authorship of Deliverables in connection with such uses.
- Client acknowledges that it owns all right, title, and interest in, or has full right and/or authority to permit the use of content submitted to Ripe Marketing by Client. To the best of the Client’s knowledge content submitted by Client does not infringe the rights of any third party or Trademarks. Ripe Marketing is not liable for any damages, costs, losses, or expenses arising out of claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations.
- All monthly subscriptions for ongoing marketing services require 60 days (two full months) written notice of intent to cancel. In the event of cancellation Ripe retains the right to bill for the amount equal to the next two months of service (non-prorated) from the time of cancellation and may process the card on file.
- In the event of termination by Client, Ripe Marketing shall be compensated by Client for the Services performed through the date of termination provided in writing in the amount of (a) any advance payment, (b) a prorated portion of the fees due or (c) hourly fees for work performed by Ripe Marketing, whichever is greater; Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
- In the event of egregious or repeated violations of Ripe’s Code of Conduct Policy by Client, Ripe may choose to cancel the Client’s services and Client is not entitled to any refunds.
Unless otherwise provided for, Client shall pay additional charges for changes requested by Client which are outside the scope of the services on a time and materials basis, at Ripe Marketing’s standard hourly rate. If client requests or instructs changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Ripe Marketing shall be entitled to submit a new and separate Contract to Client for written approval and billing. Work shall not begin on revised and/or additional services until a fully signed Contract has been approved and any additional fees paid to Ripe Marketing.
- Ripe Marketing is an independent contractor and not an employee or partner of Client or any company affiliated with Client. Ripe Marketing shall provide the Services under the general direction of Client, but Ripe Marketing shall determine, in Ripe Marketing’s sole discretion, the manner and means by which the Services are accomplished.
- Any Contract for Services is solely between Ripe and the Client. “Client” is strictly defined here as the individual who (1) signed the Contract and (2) paid for the service. Unless expressly provided for in the Contract, this applies to any business partner or associate of the Client who does not have a direct contractual agreement with Ripe. The only exception to this policy would be a situation wherein the individual who (1) signed the Contract and (2) paid for the service is a manager or authorized agent of an organization but not the owner, where the Client is explicitly understood to be the organization itself.
- Client grants full and unrestricted authority to Ripe to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., Google, Facebook, etc., if necessary.
- Due to external factors including but not limited to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Ripe does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, Ripe will do what it deems best to accomplish the goal of increasing traffic and search engine placement.
- Black hat practices such as getting links from “link farms” can seriously damage all SEO efforts. Ripe does not assume liability for the Client’s choice to link to or obtain a link from any particular website.
- Ripe assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties and/or any any other decisions or ranking changes made by Google.
- Ripe has no control over search engines’ policies regarding the type of sites and/or content that they accept now or in the future. Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
- Ripe is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
- Ripe is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized).
CODE OF CODUCT
Ripe Marketing does not tolerate rude or antagonistic behavior toward its personnel. If the Client (or any associate of the Client) violates this policy, it may result in either a warning or a cancellation of Services, depending on the severity and at the sole discretion of Ripe.
Once a payment has been completed, Ripe Marketing does not issue refunds for any reason. All sales are final. No exceptions.
- Since we have a clear and explicit Refund Policy in these Terms that you have agreed to prior to purchase, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company. Any chargeback placed on a purchase of our Services by Client constitues a breach of Contract.
- In the event that Client places a chargeback on any purchase from Ripe, or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies, or to any other entity for inclusion in any chargeback database, or for listing as a delinquent account which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.
- Furthermore, as fraudulent chargebacks are a serious crime, Ripe reserves and will exercise our right to prosecute chargeback fraud to the fullest extent of the law.
MEETINGS & WEBINARS
- Any meeting between Ripe and Client, including but not limited to video calls, shall have a fixed duration and shall end punctually except at the sole discretion of Ripe.
- All video calls will be recorded by Ripe. Client is prohibited from any form of recording during meetings or webinars, including but not limited to the use of screen capture software, as well as external video and/or audio recording devices. Violation of this policy constitues a breach of Contract.
All claims and disputes arising under or relating to these Terms are to be settled by binding arbitration in the state of Delaware. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in online marketing services and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
- Our failure to enforce any provision of these Terms or respond to a breach by Client shall not constitute a waiver of our right to enforce any other provision of these Terms.
- If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
Any questions or concerns about these Terms should be directed to [email protected].
CHANGES TO TERMS
Ripe Marketing reserves the right to change these Terms at any time without prior notice. Please check back here periodically to be sure you are up-to-date.