TERMS AND CONDITIONS FOR THE SUPPLY OF DIGITAL MARKETING SERVICES BY AMBERLY BUCCI LLC
1. INTERPRETATION AND DEFINITION
1.1. In this agreement the following terms shall have the respective meanings assigned to them: “Agreement” means these Terms and Conditions, Service descriptions, Terms of Use, and Payment Terms.“ INSERT CLIENT NAME” heir after referred to as a “Client” Amberly Bucci LLC heir after referred to as “Bucci.” White label Work refers to services provided by a third party Bucci. Project Summary refers to the contract sent from Bucci to Client.
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between Bucci and the Client [NAME] to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. All quotes supplied by Bucci are valid 30 days from the date the quote is provided.
3. THE CONTRACT
3.1. These Terms and the Order may only be varied by express written agreement between the Bucci and the Client.
4. OBLIGATIONS AND WARRANTIES
4.1. Bucci warrants that it will provide the Services as stipulated in the order using reasonable care and skill to conform in all material respects with the Specification.
4.2. Bucci shall use all reasonable endeavors to meet any performance dates specified in the order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.
4.3. Bucci shall not be liable for any delay in delivery of the services or the Client’s failure to provide the Bucci with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.4. Bucci shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.5. The client is responsible for its own responsiveness to communications and inquiries from Bucci and acknowledges that any lack of responsiveness could materially impact the effectiveness of the Services.
4.6. Bucci shall be entitled to use a Group Bucci or other subcontractors for the provision of the Services provided always that Bucci shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
4.7. For any White Label Work the Client understands and agrees that Bucci has no contractual relationship and therefore no liability with respect to the work completed.
4.8. The client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by the Bucci. Bucci agrees to take corrective action within 2 business days of notification by the Advertiser, that portion of the advertising, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of the Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the client or the advertisement was submitted after start date. Bucci will not be liable to the Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.
4.9. Client acknowledges that third parties may access Client’s website(s) and therefore will not hold Bucci or its affiliates liable or responsible for the activities of visitors who visit website(s) as a result of the Services. Customer acknowledges and agrees that it will not hold Bucci or its affiliates liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website
5. PAYMENT TERMS
5.1. SEO, Social Media, Consulting and Training fees are due 100% up front. Digital Marketing plans (blueprints)and website design/development fees are due 50% upfront with the remaining 50% due upon delivery Monthly fees are due at the first of each month.
5.2. Late Payments. All invoices are payable within 30 business days of invoice with a service charge for late payments of 1.5%. receipt. A $50 service charge is payable on all overdue balances.
5.3. Monthly Statements and Additional Charges: We send out statements if you owe anything over 30 days past due. There is a $25.00 fee for any checks returned for insufficient funds.
5.4. Credit card payments: We can set up auto-pay by credit card for you or you may make one-time payments online at www.amberlybucci.com/paymybill (<-currently under construction)
5.5. Default In Payment: The Client will agree to be responsible for any collection cost Bucci incurs for any disbursements made on Clients behalf.
6. COPYRIGHTS AND TRADEMARKS
6.1. The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Bucci for inclusion in the Website or on social media are owned by the client or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Amberly Bucci LLC from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the client.
6.2. Indemnity. Client agrees to defend, indemnify, and hold harmless Bucci and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault or negligence of Bucci its agents, employees, and sales personnel or from the publication of any editorial or Bucci materials supplied by Bucci, including, without limitation, any such liability arising out of copyright, privacy, or antitrust. Bucci shall not, however, be liable here under for any damages or other losses set forth above which are caused by the fault or negligence of Client.

6.3. Assignment. This Agreement is not assignable, in whole or in part, by either party without prior written consent of the other party. Any attempt to make such assignment shall be void.
6.4. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
6.5. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York. Venue shall be in a court of competent jurisdiction in the State of New York, and both parties expressly consent to jurisdiction in such courts.
6.6. Complete Contract/Amendments. This Agreement supersedes all prior agreements and understandings between the parties for performance of the services described in project summary and details above, and constitute the sole and complete agreement and understanding between Bucci and the client. The undersigned hereby agree to terms, conditions and stipulations of this agreement on behalf of his or her organization or business.
6.7. Bucci shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. the Bucci shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at Bucci’s discretion) the Bucci’s price list applicable from time to time
7. MISCELLANEOUS
7.1. Unless agreed to in writing, Bucci makes no express, implied or implicit guarantee with respect to the effectiveness of the Services.
7.2. Client acknowledges that Search Engine Optimization (“SEO”) is governed by many factors which are outside the direct control of Bucci. Search Engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time and without notice over which we have no control. Bucci will use her best efforts, techniques and accepted standards to improve Client’s Search Engine Ranking but cannot guarantee ranking or any position of Client’s website on any major Search Engine using Client’s desired keywords. Client further acknowledges that the website’s ranking with a particular Search Term will rely on both acknowledges and understands that in an extremely rare case websites’ rankings may go backwards. Client agrees if this were to happen, no liability will be on Bucci and no refunds or discounts given. Social Media Marketing services provided by Bucci includes all work for Client that relates to social media. Any or all of the foregoing circumstances Bucci shall have no liability to client and client shall have no claim against Bucci in any regard, specifically included, but not limited to, fess, discounts, or refunds.
7.3. Limits
provision that (i) limits Bucci’s exposure in all events to the sums paid and received by Bucci under this agreement and (ii) provides for mediation followed by arbitration under the applicable rules of the American Arbitration Association for all venued in Saratoga Springs, New York for the disposition of all claims except Bucci’s claims for outstanding balances to which Client agrees that such matters may be commenced and resolved in Supreme Court, venued in Saratoga County.