Marketergy LLC Terms of Service

Welcome to Marketergy LLC (hereinafter, “Marketergy”, “we”, “us” and “our”). These Terms and Conditions (hereinafter, the “terms”) shall govern our Users’ (hereinafter, the “user”, “client”, “you”, or “your”) use of our website marketergy.biz and our Services (as described below). Your use of our website shall constitute your consent and acceptance to these Terms. These Terms constitute a legally binding agreement between Marketergy and User. If you do not agree with these Terms, we highly recommend that you do not access our website and stop using our Services with immediate effect.

From time to time we may make changes to these Terms. We shall update the “Last Updated” section on the top left corner of this page as and when we change these Terms of any part thereof. We recommend that you regularly visit this page to check for any updates made to these Terms.

Our website and Services are only offered and available to users who are at least 18 years of age and legal age to form a binding contract. If you are under the age of 18, you are not permitted to use the website or the Services that we offer. By using our website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use our website.

1. Services

Subject to the terms and conditions of these Terms, Marketergy shall provide its Users the following services;

a) Defining a custom multi-stage marketing strategy and testing plan for your budget and objectives;

b) Providing consultation and guidance to help you develop your ad copies, marketing content, and visual creatives;

c) Develop, build and launch campaigns across any desired ad formats;

d) Launch unlimited ads with individually-customized tracking parameters;

e) Working with you to find the ideal targeting to reach your precise target audience;

f) Setting up conversation events and retargeting audiences for your LinkedIn account;

g) Regularly reporting your performance metrics including Audience performance by persona, conversion rates by ads, offer, and campaign, clickthrough rates by ads, offer, and campaign, along with other additional insights;

h) Proactive observation to ensure campaign efficiency and budget pacing; and

i) Multiple AB testing and providing suggestions and guidance for improvement of ads, landing pages, sales process and overall marketing strategy.

2. User obligations

Users are required to promptly respond to Marketergy’s requests for direction, information, access, authorizations, decisions, approvals, and the like that are reasonably necessary for Marketergy to perform the Services in accordance with the requirements of these Terms and service level requirements. User and Marketergy will share the responsibility for the development of advertising and marketing content that is associated with the Campaign. This content may include, but is not limited to, graphics, illustrations, artwork, images, logos, photographs, audio clips, video clips, ad information, websites, website landing pages, and the like (collectively, "Marketing Content").

3. Fees and Payment

3.1. Service Fees. Client shall pay Marketergy, the total Service Fee upfront for the term of this Agreement in exchange for the Services and the rights granted to Client herein. The quote you received from us specifies the total fee and the term. The minimum term for Marketergy’s services is three months. Marketegy shall not enter into any Agreement with a term less than three months. With the exception of one-off services such as single consultation calls, list-building, and one-time audits for paid media and social media, all services shall be subject to a minimum three-month term. These terms shall also unequivocally apply to the one-off services performed by Marketergy.

3.2. Expenses. The fees payable to Marketergy in accordance with the “Service Fee” clause above shall exclude any expenses and costs associated with the provision of the Services. Notwithstanding the aforementioned, you agree to reimburse us for all actual, documented, and reasonable travel (transportation, lodging, and meals) and out-of-pocket expenses in connection with the performance of the Services that have been approved in advance in writing by the Client (the "Reimbursable Expenses"). Marketergy shall provide you written account and payment receipts (wherever possible) to provide for expenses to be reimbursed. All reimbursements shall be made within a period of seven days from when Marketergy raises a request.

3.3. Payment and Service Renewals. The Client may choose to pay in three (3) equal monthly installments over the initial three-month contract through a recurring subscription that will automatically terminate after three (3) months, or they may choose to pay the full amount for the initial three-month contract upfront and receive a 10% discount on the total price. After the initial three-month contract period, the Client agrees that the services will continue on a monthly recurring basis, and the agreed-upon amount will be automatically debited from the Client’s designated payment method each month. This recurring payment will continue indefinitely unless a) the Client and the Service Provider enter into a written agreement to cancel the services, or b) the Client provides a written notice of cancellation at least ten (10) days before the next billing cycle. Please note that the Service will only commence when the invoice is fulfilled by the Client. If the Client chooses to cancel services on a monthly basis, all work will immediately stop from Marketergy after the given month term has been fulfilled. Cancelling the initial three-month contract before the term is up does not deem a refund and services will continue until the term of the three-month contract is complete.

4. Intellectual Property Rights

4.1. You acknowledge and agree that the contents of our website including without limitation, the text, graphics, images, sounds, scripts or any other interactive features and the like (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Marketergy LLC, and are subject to copyright and other intellectual property rights under the American Laws, foreign laws and international treaties or conventions. In no instance shall you reverse engineer, decompile, or disassemble such trademarks, and nothing in these Terms shall be construed as granting you any rights with respect to such trademarks or any other intellectual property owned by or licensed to Marketergy LLC.

4.2. Materials on the website are provided AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purpose without the express written permission of the respective owners. Marketergy reserves all rights to the website and Materials not expressly granted herein. You agree not to use, copy, or distribute any of the Materials except as expressly permitted herein, including any use, duplication, or distribution for commercial purposes of such materials of third parties obtained through the website. When downloading or printing a copy of the Materials for your own personal use, you must keep all copyright and other proprietary notices intact.

4.3. You agree not to bypass, disable, or otherwise interfere with security-related features of the website or features that prevent or restrict the use or duplication of any Materials or enforce usage limitations on the website or the Materials therein. The website and service is safeguarded to the greatest extent permitted by copyright laws, other laws, and international treaties and/or conventions. According to copyright laws, other laws, and international conventions, the content displayed on or through the Site is protected by copyright as a collective work and/or compilation. It is expressly prohibited to reproduce, modify, create derivative works from, or redistribute the website, the Materials, or the collective work or compilation. It is expressly prohibited to copy or reproduce the website, the Materials, or any portion thereof, on any other server or location for the purpose of further reproduction or redistribution.

4.4. License for Specific Client Intellectual Property. The sole and exclusive owner of all right, title, and interest in and to all Marketing Content, including all intellectual property therein, is and shall remain the Client and its licensors. Client grants Marketergy a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the term of this Agreement to use, solely in connection with the Services: (i) Client's Marketing Content, (ii) Client's trademarks and copyrights, (iii) Client's domain names, website addresses, websites, and URLs; and (iv) any trademarks created by Marketergy on Client's behalf as part of the Services. This license is subject to the terms and conditions of this Agreement. By implication, estoppel, or otherwise, the Client does not grant Marketergy any other right or license to any of the Client's intellectual property.

4.5. License and Ownership of Deliverables. Client is the sole and exclusive owner of all right, title, and interest in and to all work product delivered to Client hereunder by Marketergy in connection with the Campaign or in the course of performing the Services ("the Deliverables"), including all intellectual property therein, except as set forth in Section 4.1. to 4.3. Marketergy acknowledges, and will ensure that its Personnel acknowledge, that any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101 are hereby deemed to be "work made for hire" for the Client. Marketergy hereby irrevocably assigns, and shall cause its Personnel to irrevocably assign to Client, all right, title, and interest in and to the Deliverables, including all intellectual property therein, to the extent that any of the Deliverables do not constitute a "work made for hire." This assignment will be made without additional consideration. Marketergy shall cause the Marketergy Personnel to irrevocably waive, to the fullest extent permitted by applicable law, any and all claims that such Marketergy Personnel may have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables, whether now or in the future. Upon the Client's reasonable request, Marketergy shall promptly take the necessary actions, including the execution and delivery of all appropriate instruments of conveyance, to assist the Client in prosecuting, registering, perfecting, or recording its rights in or to any Deliverables. Marketergy shall also cause the Marketergy Personnel to take these actions.

4.6. No right to resell. The Client acknowledges that any intellectual property provided by Marketergy under this Agreement, including but not limited to reports, designs, software, documentation, or any other deliverables is for the sole purpose of the Client’s internal business use. The Client shall not sell, license, sublicense, distribute, transfer, or otherwise commercially exploit the Intellectual Property or any portion thereof to any third party. The Client is expressly prohibited from using the Intellectual Property for any purpose other than its own business operations. Any unauthorized use, reproduction, or distribution shall constitute a material breach of this Agreement, entitling Marketergy to seek appropriate legal and equitable remedies.

5. Confidentiality

5.1. Throughout the duration of this Agreement, either Party (as the "Disclosing Party") may, from time to time, disclose or make available to the other Party (as the "Receiving Party") information regarding its business affairs and services, confidential information, and materials that pertain to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement. This information may be disclosed orally, in writing, electronically, or through any other form or media, and may be marked, designated, or otherwise identified as "confidential." Collectively, this information is referred to as "Confidential Information" Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence:

(a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 5 by the Receiving Party or any of its representatives;

(b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

(c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;

(d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or

(e) is required to be disclosed pursuant to applicable law. The Receiving Party is required to:

(x) ensure the confidentiality of the Disclosing Party's Confidential Information with a minimum of the same level of care as it would exercise to protect its own Confidential Information, but in no event less than a commercially reasonable level of care;

(y) refrain from using or allowing the Disclosing Party's Confidential Information to be accessed or used for any purpose other than to exercise its rights or fulfill its obligations under this Agreement; and

(z) refrain from disclosing any such Confidential Information to any Person, except to the Receiving Party's Representatives who require access to the Confidential Information to assist the Receiving Party in exercising its rights or fulfilling its obligations under this Agreement.

6. Non-Solicitation

Neither Party shall directly or indirectly solicit or induce any individual who performed any work under this Agreement and is subsequently an employee or independent contractor of the other Party for employment or for services as an independent contractor during the term of this Agreement and for a period of one (1) year thereafter.

7. Non-Exclusivity

Throughout the duration of this Agreement, Marketergy shall maintain the right to provide the same or similar services to other individuals, entities, and organizations as the Services provided to the Client under this Agreement.

8. Representations, Warranties and Disclaimers

8.1. Mutual Representations. Each Party certifies and represents to the other that it is a legal entity that has been duly organized, is validly existing, and is in good standing in the jurisdiction of its formation. It has the full right, power, and authority to enter into this Agreement. The execution of this Agreement by its representative, whose signature is provided at the end of this document, and the delivery of this Agreement by the Party have been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid, and binding obligation of each party, and is enforceable in accordance with its terms.

8.2. Our Warranties. Marketergy warrants that the Services will be performed in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in online marketing and advertising campaigns of equivalent value and for similar services.

8.3. Client Representations and Warranties. Client represents and warrants to Marketergy that it has provided Marketergy with a copy of any applicable internal policies or procedures and a written description of any specifications or other requirements or restrictions that apply to any of the Services or the Campaign; that it has, and shall maintain throughout the term of this Agreement, all rights, licenses and consents required in connection with the Campaign, including any such right or licenses required to lawfully use, and to authorize Marketergy to use, any Advertising Content, personal or corporate names, copyrighted materials, trade names, trademarks, endorsement language, and any other items provided to Marketergy for use in connection with the Campaign; and that all materials and content provided to Marketergy by Client for use in the Campaign comply with all applicable laws (e.g., laws governing unfair and deceptive acts and practices).

8.4. NON-RELIANCE; NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 8, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8 OF THIS AGREEMENT. DISCLAIMER. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT MARKETERGY LLC IS NOT AN AFFILIATE OF LINKEDIN CORPORATION OR LINKEDIN CORPORATION OR ANY OTHER SOCIAL MEDIA CHANNELS. MARKETERGY LLC HAS NO CONTROL OVER THE TERMS, CONDITIONS, POLICIES, ALGORITHMS, FEATURES, OR FUNCTIONALITY OF LINKEDIN.COM AND/OR ANY OTHER LINKEDIN CORPORATION PRODUCTS OR SERVICES OR PRODUCTS, CHANNELS, OR SERVICES OF ANY OTHER SOCIAL MEDIA PLATFORM AND THE CLIENT ACKNOWLEDGES AND AGREES TO THIS.

9. Indemnification

Either Party agrees to defend, indemnify and hold harmless the other party, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers, and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from (i) its use of and access to the website and/or the service; (ii) its violation of any

applicable laws or term of these Terms of Service; (iii) its violation of any Third Party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; or (iv) any claim that its Content caused damage to any Third Party. This defense and indemnification obligation will survive termination, modification, or expiration of these Terms and your use of the service and the website.

Indemnification Procedures. A party seeking indemnification under this Section 9 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense.

10. Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK AND THAT THE WEBSITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. TO THE FULLEST EXTENT PERMITTED BY LAW MARKETERGY ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. MARKETERGY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY THIRD-PARTY WEBSITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE AND SERVICE, (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, COMMUNICATED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICE. THE CLIENT ACKNOWLEDGES AND AGREES THAT THE RESULTS OF ANY MARKETING, ADVERTISING, OR PROMOTIONAL CAMPAIGNS CONDUCTED BY MARKETERGY ARE NOT GUARANTEED AND MAY VARY. CAMPAIGN OUTCOMES ARE DEPENDENT ON NUMEROUS FACTORS BEYOND MARKETERGY'S CONTROL, INCLUDING BUT NOT LIMITED TO PRODUCT-MARKET FIT, AD SPEND, OPERATIONAL EFFICIENCIES, SALES EXECUTION, TARGET AUDIENCE BEHAVIOR, MARKET CONDITIONS, AND EXTERNAL FACTORS. WHILE MARKETERGY WILL USE COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE THE CLIENT'S OBJECTIVES, THE CLIENT UNDERSTANDS THAT MARKETERGY MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING SPECIFIC RESULTS, PERFORMANCE METRICS, OR RETURN ON INVESTMENT.

11. Dispute Resolution and Governing Law

11.1. Any dispute arising between users and Marketergy regarding the application or interpretation of, or in any way relating to these Terms of Service, the Site or our service, shall be governed by way of mutual negotiation and mediation between the parties to any dispute. Users may address their grievance and write to Marketergy via email at jacob.marketergy@gmail.com. Both, Client and Marketergy agree to attempt to resolve all such disputes arising hereunder promptly, equitably and in a good faith manner.

11.2. If any such dispute is not resolved within thirty (30) days of user’s first intimation of their grievance, the user and Marketergy shall submit to the jurisdiction of the courts of Minnesota. Each party to a dispute filed before the relevant Court shall remain independently responsible for the costs of such litigation. The prevailing party will be entitled to recover its reasonable attorney’s fees and costs in such proceeding from the other party.

12. General Terms and Information

12.1. Entire Agreement. This Agreement, including any exhibit(s) attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

12.2. Notice. All notices hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the email addresses provided by each Party.

12.3. Waiver. The failure of Marketergy to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

12.4. Observance and Abidance by laws. Marketergy and Client shall observe and at all times remain fully compliant with any and all applicable laws, rules, regulations, codes and ordinances of all local government agencies or regulatory bodies which in any manner affect or apply to their performance hereunder.

12.5. Assignment. As a contract for services, Marketergy may not assign or delegate any or all of its rights or obligations under this Agreement without the prior written consent of Client, which Client may withhold in its sole and absolute discretion. Client may not assign any or all of its rights or obligations under this Agreement without the written consent of Marketergy, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may, upon written notice to the other Party, assign this Agreement to a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the Party’s assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment in violation of the foregoing shall be null and void.

12.6. No Third-party Beneficiaries. This Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.7. Independent Contractor Relationship. The Parties acknowledge and agree that Marketergy is an independent contractor and not an employee, agent, partner, or joint venture of the Client. Nothing in this Agreement shall be construed to create any employer-employee relationship or any other fiduciary relationship between the Parties. Marketergy shall have no authority to bind or represent the Client in any manner, except as expressly authorized in writing.

12.8. Contact Us. If you have any questions or concerns or any feedback in connection with these Terms of Service you may get in touch with us via email at jacob.marketergy@gmail.com.