Terms of Service

BY PROVIDING A VALID METHOD OF PAYMENT TO CUSTOMERPOP (“CUSTOMERPOP”, “WE”, “US” or “OUR”) YOU AGREE TO THIS TERMS OF SERVICE AGREEMENT (the “AGREEMENT”), WHICH INCLUDES OUR “PRIVACY POLICY” AND “TERMS OF USE”.

YOU REPRESENT, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS SERVICE AGREEMENT, YOU MAY NOT USE CUSTOMERPOP’S PRODUCTS OR SERVICES (“SERVICES”).

EFFECTIVE DATE

The Agreement starts the day you provide us with a method of payment for our Services.

SCOPE OF WORK

We will provide you with the Services described in your plan, subscription, proposal, invoice or order.

PAYMENTS

You certify that you are an authorized signer or have permission on behalf of your company or legal entity to enter payment information. You hereby give permission to CustomerPop to charge your debit/credit card or electronically debit your bank account (ACH transfer) for the agreed-upon amount each month.

The agreed-upon amount is based on the fee described in your plan, subscription, proposal, invoice or order. If there are any fee changes, either increase or decrease, CustomerPop is authorized to debit that amount.

Your payment date is the same day each month as the Effective Date. All payments will be automatically processed (autopay) each month on your payment date. Autopay also extends to any % of managed ad spend. Debit dates may vary. Please note that there will be a 3% processing fee for credit card payments of managed ad spend.

If you would like to update your credit card or banking information, please contact support@custpop.com.

GUARANTEES

Regardless of any perceived representation to the contrary, the ONLY guarantee CustomerPop makes can be found on our Pricing page.

Regardless of any perceived representation to the contrary, the ONLY guarantee CustomerPop makes is as follows: If you do not make 100% of your investment back in revenue within 90 days of the Effective Date, we will send you a full refund plus $3,000.

To qualify for this guarantee you agree to provide CustomerPop with any requested documentation showing twelve (12) previous months of revenue and marketing performance in order to establish an agreed upon baseline from which to measure ROI. If, by the start of day 91, we fail to generate revenue above the agreed upon baseline that is equal to or greater than 100% of your investment – our Services are canceled and you are entitled to a full refund plus $3,000. Should you choose to continue using our Services beyond day 90, you hereby waive all claims and recourse related to this guarantee.

Notwithstanding the foregoing, we in no way guarantee any other specific result for you. You understand and agree that you are paying us for Services to generate results, but that Services and results are never guaranteed.

REFUNDS

We reserve the right to provide or deny refunds in our sole discretion and without notice or liability to you. Refunds, of any kind, are assessed on a case by case basis.

AT-WILL AGREEMENT

You may cancel our Services for any reason, with seven (7) or more business days advance notice prior your next payment date. We will happily work with you through the remainder of our Agreement.

If an archived version of your website (pre-CustomerPop Services) is available, we will revert it back to the archived version by the last day of Services.

CANCELATION

We may cancel our Services to you for any reason, with seven (7) or more business days advance notice prior to your next payment date.

NON-PAYMENT AND SUSPENSION

We reserve the right to suspend or cancel Services, among other available remedies, if your payment for any Services or charge becomes delinquent three (3) or more days. Any obligation you have to pay for Services rendered shall remain until the default is cured.

REDO WORK

We will not redo any work for free that you or a third party undoes or counteracts, unintentionally or otherwise.

COSTS & EXPENSES

Your payments to us do not include payments for any costs you incur from advertising mediums such as Google, Bing, Yahoo!, Facebook, or any other such medium. You are responsible for all such related advertising expenses and costs.

AGENCY STATUS

We have a non-exclusive, independent advertising agency status. We shall retain sole and absolute discretion in the manner and means of carrying out our Services under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture. We shall not act as an agent of yours, ostensibly or otherwise, nor bind you in any manner, unless specifically authorized to do so in writing.

DISCLOSURE

We reserve the right to disclose who our clients are, and the results we’ve achieved for them, including disclosure in our marketing materials.

INTELLECTUAL PROPERTY

Intellectual property includes, but is not limited to, written copy, photography, graphic designs, software, and any other creative works (“Intellectual Property”). We acknowledge that all intellectual property and other materials that you own and provide to us shall remain your sole property or that of the licensor. You acknowledge that all intellectual property, work product, and other information, know-how, and materials that we own and produce shall remain our sole property. We grant you a limited, non-exclusive right to use our intellectually property and work product as created. You may not use our intellectually property and work product in any other manner, including, but not limited to, derivative works, in other mediums, and for other businesses or individuals, without our written permission

IP REPRESENTATIONS

The parties mutually represent that each is the owner of any and all intellectual property provided, or have permission from the rightful owner to use said intellectual property. The intellectual property that each uses and provides to each other does not and will not infringe on the intellectual property rights of any third party. The parties shall mutually indemnify and hold harmless each other from any loss, liability, or other damage arising from the use of such intellectual property provided.

SUGGESTIONS & FEEDBACK

You acknowledge and agree that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of CustomerPop and we are under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. We shall be the sole and exclusive owner of all rights related to the Submission, and shall in our sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to you. You agree that you have the right to articulate and put forth the Submission and you hereby waive all claims and recourse against CustomerPop for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

RETURN OF PROPERTY

The parties agree that, whenever requested in writing, any and all property belonging to the other party, including, but not limited to, intellectual property, proprietary information, and related business records shall be immediately returned.

CONFIDENTIALITY

The parties agree that, any information disclosed by the other that is marked as confidential (“Confidential Information”) shall be kept strictly confidential, and upon cancellation of Services (or sooner if required) will at the option of the owner destroy such confidential information. The recipient of any confidential information shall not use such confidential information to compete, undermine, obviate, or circumvent from such information in any manner that is harmful, competitive, dissent, conflicting, and/or misaligned with the best interests of the owner of such information. In addition, the recipient of such confidential information shall not profit/gain outside of the mutual agreements, cooperation, joint venture, alliance, and/or the strategic reason(s) for which the disclosure of the confidential information is purposed and intended. This obligation does not apply to (i) information known to the receiver before disclosure by the other, or (ii) information which becomes public knowledge without fault on the part of the receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory requirement.

NOTICES

Any notice shall be in writing and shall be delivered by electronic mail, personal delivery, certified mail, or delivered via national express service. Notice shall be deemed effective 24 hours after sending if by e-mail, immediately if personally delivered, and upon personal delivery to the signatories if by certified mail or national express service. Notices shall be sent to the addresses specified by each party. In the event of any address change, the party changing its address must notify the other party in writing within five (5) days of the change.

WARRANTIES AND LIMITATION OF LIABILITY

CUSTOMERPOP WARRANTS THAT THE SERVICES DESCRIBED IN YOUR PLAN, SUBSCRIPTION, PROPOSAL, OR ORDER WILL BE PROVIDED IN CONFORMANCE WITH THE TERMS OF THIS AGREEMENT; HOWEVER, WE MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE PERFORMANCE OF SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING.

ALL SERVICES MADE AVAILABLE TO YOU ARE PROVIDED BY CUSTOMERPOP ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CUSTOMERPOP DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL CUSTOMERPOP AND ITS DIRECTORS, EMPLOYEES, MEMBERS, INDEPENDENT CONTRACTORS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF INFORMATION OR DATA STORAGE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LEGAL FEES, FINES, FORFEITURES, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE FOREGOING AND NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED, IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE MONTHLY PAYMENT PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

By using our Services, you understand and agree that you will indemnify, defend and hold CustomerPop and our subsidiaries, affiliates and all respective officers, members, agents, partners, employees, independent contractors, and suppliers harmless from any liability, claim, expense or other loss, including reasonable attorney fees and costs, arising from your use of our Services or your violation of these terms and conditions. Notwithstanding the foregoing, CustomerPop reserves the right, at your expense, to assume control and defense of any matter for which you shall be required to indemnify CustomerPop hereunder. You agree to cooperate with the defense of such claims.

GOVERNING LAW

This Agreement shall be construed and enforced under the laws of the State of Utah, without reference to any applicable principles of conflicts of law which would direct the application of the laws of another jurisdiction.

ARBITRATION

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall first be settled by arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceedings shall take place in a forum and location of our choice.

LITIGATION

The parties agree that if any action is brought by either party against the other party in connection with any rights or obligations arising out of this Agreement, such action shall be brought in an appropriate Circuit or District Court of the State of Utah, or the United States District Court for the District of Utah. A party to this Agreement named as a defendant in any action brought in connection with this Agreement in any court outside of the State of Utah shall have the right to have the case dismissed, requiring the filing party to re-file such action in a proper court in the State of Utah, and to bear all filing fees, and reasonable attorney fees and costs of all parties related to such filing.

ATTORNEY FEES AND COSTS

In the event of any dispute arising out of this Agreement, the prevailing party in any legal action or arbitration shall be entitled to collect reasonable costs including attorney fees.

COUNTERPARTS

This Agreement may be executed in any number of counterparts with the same effect as if all signing parties have signed the same document. All counterparts shall be construed together to constitute the same instrument.

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, legal and personal representatives, successors and permitted assigns.

ASSIGNMENT

Neither party will assign, transfer, pledge or otherwise encumber any rights or obligations under this Agreement without the prior express written consent of the other party.

THIRD PARTIES

We depend on the continuing availability of Google, Microsoft, Facebook and other third party mediums and platforms. You understand that we have no control over these mediums or platforms, and therefore, we are not responsible for any changes they may implement, or any disruption in their availability.

FORCE MAJEURE

We shall have no liability whatsoever in the event any act of God, the public enemy or governmental authority, labor dispute, war (whether declared or not declared), civil disobedience, riot, transportation problem, network difficulties, electronic malfunction or other occurrences beyond our reasonable control that shall in any way restrict or prevent the implementation of Services.

WAIVER

The failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be considered to be a waiver of such provision and the failure shall not preclude or prejudice the party from requiring full compliance with any such provision at any time.

ENTIRE AGREEMENT

This Agreement, together with all properly incorporated, dated and executed addendums, constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written between the parties with respect to the matters set forth herein.

SEVERABILITY

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or the enforceability of any other provision.

SURVIVAL

All provisions that by their nature would survive termination, do survive.

MODIFICATION OF TERMS

We reserve the right to modify the terms and conditions of this Agreement, the Privacy Policy and the Terms & Conditions Of Use at any time, effective upon posting an updated version. Continued use of our Services after any changes shall constitute your consent to such changes.

TERMS OF SERVICE QUESTIONS

Any questions about these terms and conditions, please contact us:

Telephone: +1 (888) 845-5648
E-mail: support@custpop.com

Last updated June 2023