Local Performance Booster Agreement

Thank you for choosing Magnosi Enterprises Inc. to provide marketing services. We are excited to work with you to increase your marketing reach.

THIS AGREEMENT (the “Agreement”), is entered into on the date of purchase by said customer and between Magnosi Enterprises Inc. DBA ‘Magnosi Maps’ AKA ‘Performance Local’, a Fayetteville New York Company, with a mailing address of 599 East Genesee Street #101, Fayetteville, NY 13066, and said customer (collectively, the “Parties”).

 

The Customer and Magnosi Enterprises agree as follows:

1. Services

A. As part of the monthly ongoing optimization services, Magnosi Enterprises will provide:

i. Optimize the customers’ local listings, voice search optimization, Google My Business listing and/or organic rankings (known as ‘GMB) throughout the month
ii. Email and phone support M-F 9-5 ET
iii. 24-48 hour turnaround response time

2. Customer Requirements

Customer agrees to the following terms for delivery and review of materials.

A. Provide Google My Business ‘manager’ level access to one of the following email addresses within 3 business days of successful payment (You will be notified within 24 hours of payment which email address you need to share access with): manage@localmapsonline.com

B. Provide required intake information requested via email and/or intake form within 3 business days for timely campaign execution. Any delay in providing any of the required intake will result in a delayed campaign launch.

C. Provide website login credentials & Google Search Console login credentials

3. Compensation and Payment

A. Customer will pay to Magnosi Enterprises Inc. on a annual basis for optimization services online. The first payment will be due on today’s signing data (bottom of this document).

The monthly fee will be automatically deducted from your payment method on file each month.

A 10% penalty will be added for late payments after 7 days. An additional 10% penalty will be added for late payments after 14 days. Any late payments will cause work on campaign to be paused until payment is successfully made for that month

B. The following provision applies to the authorization of repeated credit or debit card authorizations, only:

RIGHT TO CANCEL: The Customer has the right to cancel this contract until midnight of the third (3rd) full business day after it is signed and executed. Customer may cancel this agreement by emailing a written notice to Magnosi Enterprises Inc. before midnight of the third business day. Notice of cancellation sent after this deadline may be deemed invalid at the sole discretion of Magnosi Enterprises Inc. This document may be used as written notice of cancellation by writing “I hereby cancel” at the top of this page and adding your name, date and signature. A duplicate of this page is provided by Magnosi Enterprises Inc. for your records. Any cancellation monies received during the 3 day right of rescission will be paid back to the Customer via live paper check or ACH at Customers expense. All refund requests received during the 3 day right of rescission period will be sent out within five (5) business days by Magnosi Enterprises Inc. No refunds of any kind will be given for services at any time.

4. Term. This Agreement will commence on the effective date first set forth above and will continue for a minimum period of 180 days, regardless of the Customer’s delivery of content and/or digital assets, and then will continue on a month to month basis unless otherwise terminated by Magnosi Enterprises Inc. or Customer or unless otherwise agreed to by Magnosi Enterprises Inc. and the Customer.

5. Termination. This agreement may be terminated anytime prior to 31 days by Magnosi Enterprises Inc. after the date shown below (aka the signing date) without recourse or refund for said reasons of: Customer non-compliance of providing necessary yet reasonable and customary digital assets on Customer website within 7 business days, or any other factor Magnosi Enterprises Inc. deems is out of its control.

In the event that the Customer desires to terminate the Services hereunder, the Customer must submit a written request to Magnosi Enterprises Inc. at least fourteen (14) days prior to the desired date of termination. Written requests to terminate may be made by e-mail. If Customer chooses to terminate this agreement in writing, all monies owed to Magnosi Enterprises Inc. will be due immediately and will be automatically charged to the Customer’s payment method on file.

Under no circumstances will Magnosi Enterprises Inc. give refunds of the amount paid for the Services hereunder for termination (outside of three (3) day legal ‘right of rescission).

6. Proprietary Information and Use of Materials.

A. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, and processes, products, services, vendors, customer lists, and customer information, operating procedures, pricing policies, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.

B. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.

C. License. Customer grants Magnosi Enterprises Inc. a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, functionality, page and other design and layout, media and other materials therein and solely in connection with the creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).

D. Portfolio Release. Customer agrees that Magnosi Enterprises Inc. has the right to use materials created pursuant to this Agreement for Magnosi Enterprises Inc.’s portfolio, samples, self-promotion including advertising for Magnosi Enterprises Inc.’s business including without limitation on Facebook or Instagram, or any other social media platform. In the event Customer wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, Magnosi Enterprises Inc. and Customer may agree in writing to such limitation.

E. Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

7. Additional Services. All services outside the scope of this Agreement that are requested by the Customer and which Magnosi Enterprises Inc. agrees to perform will be billed at a rate of $200 per hour. Customer will be notified and must approve in writing (e-mail is sufficient) additional services before they will be performed, although Magnosi Enterprises Inc. may not necessarily be able to inform Customer in advance of the total cost of such additional services. Customer will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by Magnosi Enterprises Inc.

8. Limitation of Liability. Magnosi Enterprises Inc. shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services including suspension of GMB listing and/or Google My Business account.

Customer agrees that, in the event Magnosi Enterprises Inc. is determined to be liable for any such loss, Customer’s sole remedy against Magnosi Enterprises Inc. is limited to a refund of payments made by Customer for said Services, less expenses paid to subcontractors, employees or to third parties. Magnosi Enterprises Inc. is not responsible for errors which result from faulty or incomplete information supplied to Magnosi Enterprises Inc. by Customer. Customer also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. Magnosi Enterprises Inc. shall not be liable to Customer for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, or termination by social media sites including without limitation Google, Facebook, Instagram, YouTube; and viruses. Magnosi Enterprises Inc. shall not be held liable for any website security breaches.

9. Handling of Disputes. The Parties agree that any dispute regarding this Agreement, and any claim made by Customer for return of monies paid to Magnosi Enterprises Inc., shall be handled in accordance with applicable State and Federal laws. Specifically, if Customer cancels credit card payments (or files a chargeback) after the three day cancelation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and Magnosi Enterprises Inc. reserves the right to dispute such cancelation and pursue Customer for monies owed to Magnosi Enterprises Inc. for services already performed but unpaid by Customer due to such credit card cancelation. Customer agrees that, regardless of whether Customer is ultimately successful in any credit card cancelation dispute, it is liable to pay Magnosi Enterprises Inc. for the work already performed as of the time of the cancelation request, at an hourly rate of $200 per hour for all hours spent on Customer’s project. Magnosi Enterprises Inc. will provide Customer with an itemization of hours spent within a reasonable time upon the request of the Customer and payment will be expected in full within 30 days from the date such itemization is provided. If Customer does not pay for such hourly work on Magnosi Enterprises Inc.’s demand and within 30 days, Magnosi Enterprises Inc. reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancelation dispute. Additionally, if Magnosi Enterprises Inc. is successful in any credit card cancelation dispute, Magnosi Enterprises Inc. reserves the right to pursue Customer for the costs Magnosi Enterprises Inc. had incurred in disputing or defending such credit card cancelation, including but not limited to the lost business profits in the form of time Magnosi Enterprises Inc. and its representatives spent handling such dispute, at Magnosi Enterprises Inc.’s hourly rate of $200.

10. Performance. Magnosi Enterprises Inc. agrees to work towards increasing and expanding customer reach online while cleaning up and maintaining local listings as well as submitting to voice search engines.

Example of results obtained for other Customers of Magnosi Enterprises Inc. may be used as a marketing tool and shown to Customer for demonstrative purposes only and should not be construed by Customer as indicating any promised results or level of results.

11. Entire Agreement. This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.

12. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.

13. Headings. The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

14. Interpretation and Enforcement. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the United States. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the United States.