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 and actions toward the CLIENT'S goals. Accordingly, the CLIENT agrees that if OWM is sued for actions taken on the CLIENT'S 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.

Cancellation

Agreement shall continue monthly in full force and effect until terminated by either party upon at least 60 days prior written notice. The cancellation period begins on confirmed notice of cancellation. When billing is due within those 60 days, the cancellation period is extended for to the end of the month the 60th day falls in. On receipt of confirmation of termination, One Wheel Marketing LLC shall not commence work on any new placements or new work, but it shall complete all advertisement agreements and essential marketing services previously approved by CLIENT. Hours will be redirected when available or billed separately to help as required for a successful transition.

Transition work may include items such as transition meetings, accounting for custom reports and 3rd party tools, documenting software connections and web systems, and addressing hosting requirements. Some services (e.g. all ads management tools) have proprietary access and cannot be transitioned. You always retain ownership of your domain, website content, Google Analytics, and Google Profile.

At the end of the cancellation period, any leftover budget bundle can be kept on file for for future projects or services, residual services, or archive/storage (e.g. video hosting, original files, website backups) for 12 months. 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.

In the event CLIENT desires to terminate the agreement before an agreement period is completed, compensation is to be received by One Wheel Marketing LLC during the cancellation period, two payments at the average monthly amount from the previous 6 active months (if greater than current monthly amount), plus a cancellation fee equal to 25% of the remaining agreement.

Billing

Pricing is based on ACH pre-paid billing.

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

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

Available on applicable services run continuously at OWM-recommended levels for 1+ year, with beating a guaranteed metric disclosed before designing the campaign. Compare to the full month before OWM – measure against previous users, conversions, and targets with no less than previous ads budget per tactic allotted. If we aren’t meeting eligible satisfaction 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 finished assets for continuity support.

License and Custom Work

Unless otherwise disclosed, you receive 100% unlimited license for finished, delivered files. Customizations (e.g. optimized tools, proprietary processes, 3rd party accounts, software, strategies and tactics) are non-transferrable. Learn more about how video files and hosting are handled here:

https://onewheelmarketing.com/video-and-media-policy

https://onewheelmarketing.com/files-and-creative-policy

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.

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.