Indemnification

One Wheel Marketing LLC (OWM) acts at the direction of the CLIENT. The CLIENT understands and agrees that OWM should not be subject to liability for carrying out the CLIENT’S instructions. Accordingly, the CLIENT agrees that if OWM is sued for actions taken on its behalf, then it will defend (i.e., pay a lawyer of OWM’S choice to represent it in the lawsuit) and indemnify (i.e., pay a money judgment entered against OWM) OWM in that lawsuit to the fullest extent permitted by federal and state law.

Notwithstanding the foregoing, the CLIENT does not have any obligation to defend or indemnify OWM in any lawsuit arising out of actions that were not taken by or on behalf of the CLIENT, actions that were grossly negligent, actions that were criminal, and/or actions that were willful and malicious.

OWM is authorized to make changes to CLIENT messaging and resources on the CLIENT’S behalf. The CLIENT will give OWM notice to change any messaging that is inconsistent with the CLIENT’S mission, values, or goals.

Term and Termination

The term of this Agreement shall commence on signing date, renewing annually unless otherwise indicated. CLIENT can cancel 60 days before renewal in writing for anniversary opt-out.

60 days notice in writing is also required for service downgrades because we require due diligence regarding custom reports, software connections, web systems and dependencies, 3rd party tools, and outside contracts. Agreement shall continue monthly in full force and effect until terminated by either party upon at least 60 days prior written notice. When billing is due within those 60 days, the cancellation period is extended for the billing period. On receipt of notice of termination, One Wheel Marketing LLC shall not commence work on any new advertisements or new work, but it shall complete all advertisement agreements and marketing services previously approved by CLIENT. All other rights and duties of the parties shall continue during the notice period and CLIENT shall be responsible to One Wheel Marketing LLC for payment during any contract obligation period incurred with third parties during this period. In the event CLIENT desires to downgrade or terminate the agreement before the agreement period is completed, compensation to be received by One Wheel Marketing LLC for 60 days, plus 25% of remaining agreement.

OWM reserves the right to increase fees on an annual basis a percentage equal to the Social Security Administration’s most recent Cost of Living Adjustment (“COLA”).

Satisfaction Guarantee – available on all applicable marketing plans

More People Guarantee: simply get more users visiting your website

More Conversions Guarantee: tell us the conversion that matters and approve a campaign designed to increase conversions

Ads Target Guarantee: get your ads in front of the people that matter

Growth Goal Guarantee: tell us your goal and approve a campaign to reach it

Brand Engagement Guarantee: more familiarity with your brand measured in direct URL searches

After 1 year from your full marketing mix rollout with OWM, compare to the month before OWM – measure against previous users, conversions, and targets with no less than previous budget allotted. If we aren’t meeting eligible guarantees, give us 60 days to measure up – we promise to fight for your growth. If guarantees are not met, pivot to another marketing service with free set up, or cancel your contract for free and we will send over all assets for continuity support.

Force Majeure

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

Attorneys' Fees

If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled.