1.1 These terms and conditions apply to the digital marketing services (the “Services”) provided by Lot of Solutions (the “Company”) to the Client (the “Client”) through the website https://lotofsolutions.com. The Services include SEO, content marketing, digital advertising, and automation. The engagement between the Company and the Client shall commence on the date of acceptance of these terms and conditions. It shall continue until terminated by either party in accordance with the terms of this agreement.
1.2 The scope of the Services to be provided by the Company shall be as agreed upon by the parties in writing.
1.3 The Client shall provide the Company with access to all necessary information, materials, and software required to perform the Services in a timely manner.
1.4 The Client shall comply with all applicable laws and regulations in connection with the Services.
2.1 The Client shall provide the Company with all necessary information and materials required to perform the Services in a timely manner. The Client shall also ensure that all information and materials provided to the Company are accurate and complete. The Client shall obtain any necessary permissions and consents required for the Company to perform the Services. The Client shall also comply with all applicable laws and regulations in connection with the Services.
2.2 The Client shall ensure that the use of the Services and any results obtained from the Services do not infringe any intellectual property rights or other rights of any third party.
3.1 The Client shall pay the Company’s fees for the Services in accordance with the payment terms agreed upon between the parties. The Company shall issue invoices to the Client in accordance with the payment terms. The Client shall pay all invoices within 30 days of the invoice date. If the Client fails to pay any invoice within 30 days, the Company may suspend or terminate the Services.
3.2 The fees for the Services shall be as agreed upon by the parties in writing.
3.3 The Company shall invoice the Client for the fees due in accordance with the payment terms agreed upon by the parties.
3.4 The Client shall pay all invoices within 30 days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum legal interest rate allowed by law, whichever is lower.
4.1 The Client shall be responsible for paying any third-party fees incurred by the Company in connection with the Services. The Client shall also be responsible for paying any taxes that may be imposed on the Services.
5.1 The Company and the Client shall keep all confidential information of the other party confidential and shall not disclose such information to any third party without the other party’s prior written consent.
5.2 The parties shall implement and maintain reasonable security measures to protect the confidentiality of such information.
6.1 The Company shall use reasonable efforts to ensure that the Services are accurate and up to date. However, the Company cannot guarantee that the Services will be error-free or that they will meet the Client’s needs. The Company shall not be liable to the Client or any third party for any damages resulting from the use of the Services.
6.2 The Client shall indemnify and hold the Company harmless against any and all claims, damages, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the Client’s use of the Services or any results obtained from the Services.
7.1 The Company and the Client shall comply with all applicable laws and regulations in connection with the Services.
7.2 The Client shall obtain any licenses, permits or approvals required by any governmental authority in connection with the Services.
8.1 The Company may use third-party materials in the course of providing the Services. The Client shall obtain any necessary permissions and consents required for the Company to use such materials.
9.1 The risk of loss of or damage to any materials provided by the Client to the Company shall be borne by the Client. The title to such materials shall remain with the Client.
10.1 After the first term of four months, either party may terminate this agreement at any time by giving written notice to the other party. The Company may also terminate this agreement if the Client breaches any of its obligations under this agreement.
10.2 The Company may terminate this agreement if the Client fails to pay any invoice within 30 days of the invoice date.
10.3 The Client may terminate this agreement if the Company fails to perform the Services in accordance with the terms of this agreement.
10.4 Upon termination of this agreement, the Client shall immediately stop using the Services and shall return or destroy any confidential information of the Company in its possession.
11.1 This agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, understandings, and negotiations between the parties.
11.2 This agreement may not be assigned or transferred by either party without the prior written consent of the other party.
11.3 Any amendment or modification of this agreement shall be in writing and signed by both parties.
11.4 No waiver of any rights under this agreement shall be effective unless it is in writing and signed by the party waiving such rights.
12.1 This agreement shall be governed by and construed in accordance with the laws of the United States of America.
12.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of the United States of America for any disputes arising out of or in connection with this agreement.
13.1 During the term of this agreement and for a period of one year after its termination, the Client shall not, without the prior written consent of the Company, solicit or attempt to solicit any employees of the Company.
14.1 During the term of this agreement and after its termination, the Client shall not make any negative or disparaging statements about the Company or its services to any third party.
15.2 If a party is affected by a force majeure event, it shall give notice to the other party and use its best efforts to recommence performance as soon as reasonably possible.
15.1 Neither party shall be liable for any failure or delay in performance of its obligations under this agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
16.1 The failure of either party to enforce any rights under this agreement shall not be deemed a waiver of any rights.
17.1 Any disputes arising out of or in connection with this agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the city where the Company is located.
18.1 If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19.1 Any notice or other communication required or permitted to be given under this agreement shall be in writing and shall be sent by registered mail, courier or email to the parties at their respective addresses set forth in this agreement or at such other address as either party may specify in writing.
20.1 This agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, with respect to such subject matter.