Terms of Service

Terms of Agreement

1. Please read these terms and conditions carefully before making payment, using or obtaining any materials, information, products or services. By making payment you agree to be bound by these terms and conditions (“Terms”) and our Privacy Policy. If you do not accept these term, you may choose to not make payment, and not participate in offered products or services.
2. THESE TERMS INCLUDE AN ARBITRATION CLAUSE, NON DISPARAGEMENT AGREEMENT, AND WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR REPRESENTATIVE LAWSUIT.

Marketing Terms

1. Marketing Definitions: “Best practice” refers to the generally accepted informally-standardized, best techniques, methods or processes that have proven to be effective at achieving a given task.
2. Your Marketing services cannot begin until you have provided written approval via email that you are in agreement to the services that are detailed in your ‘Marketing Proposal’
3. Any additional Marketing services you add to your existing Statement of Work at a later date, will incur an additional charge.  All additional charges will be preapproved by client in writing.
4. In the unlikely event that you choose to end your contract with Enfusen Digital Marketing it is solely your responsibility to remove any access you have granted Enfusen Digital Marketing to, for example, your ftp details, your back office, Google accounts or services or any other accounts.
5. Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of key phrases or content etc. that affects your Marketing services negatively is not the responsibility Enfusen Corp.
6. Enfusen Corp will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.
7. Any external influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of Enfusen Corp.
8. Content Creation and Distribution
   1. Enfusen Corp makes every effort to ensure quality in the content they create.  This includes an editorial review as well as a Copyscape review for plagiarism.  In any event the content created by Enfusen Corp is found to violate a copyright or to violate any other term of content creation the extent of Enfusen Corp liability will be to remove the content within 72 hours of notice of needed removal.
   2. Enfusen Corp will provide copies of all licensing of images used in content creation when applicable.
   3. Enfusen Corp will properly list all copyrights and trademarks as they relate to applicable company names, product names, service names, or any other content element.
9. All Google Analytics usage is in line with Google Analytics terms of service.
10. All Google Webmasters usage is in line with Google account terms of service.
11. Enfusen Corp will not be held responsible for any loss of data you may experience from Google Analytics.
12. It is your responsibility to create a Google account and provide unrestricted access to it for Enfusen Corp to set up Google Analytics and Google Webmaster tools.

WARRANTY

1. Enfusen Corp warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

INDEMNIFICATION

1. The Client shall indemnify Enfusen Corp against all claims, costs and expenses which Enfusen Corp may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Enfusen Corp alleging that any services provided by Enfusen Corp in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

LIMITATION OF LIABILITY

1. Except in respect of death or personal injury due to negligence for which no limit applies and the indemnification obligations set forth herein, the entire liability of either party to the other in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
2. In no event shall by either party be liable to the other for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
3. Nothing in these Terms and Conditions shall exclude or limit Enfusen Corp liability for death or personal injury resulting from Enfusen Corp negligence or that of its employees, agents or sub-contractors.

CONTRACT TERM

1. The term of the Accelerator Program is defined by completion of agreed upon deliverables.
2. The initial term of this Agreement is outlined in the Statement of Work or Invoice.

TERMINATION

1. Either party may terminate this Agreement forthwith by notice in writing to the other if:
   1. The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
   2. The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
   3. The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
   4. The other party ceases to carry on its business or substantially the whole of its business; or
   5. The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
2. Cancellations must be made in writing 30 days before next payment date and after the completion of the contract term. There are absolutely no refunds what so ever. All payments are final. Once payment is made it is a signal to begin work on the payment period. Work cannot be stopped for any reason on a 30 day cycle.
3. After the completion of the Initial Term, Client may cancel this Agreement at any time upon written notice to Enfusen Corp thirty (30) days prior to the commencement of any Renewal Term.
4. Accounts are not eligible for chargebacks of any type. By paying for servicet Client Agrees that all sales are final, there are no refunds, and that chargebacks on paid services are not allowed.

FORCE MAJEURE

1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

DATA PROTECTION

1. All parties involved in this Agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.

INDEPENDENT CONTRACTORS

1. Enfusen Corp and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Enfusen Corp may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Enfusen Corp of its obligations under this Agreement.

ASSIGNMENT

1. The Client shall be only entitled to assign its rights or obligations or delegate its duties under this Agreement with the prior written consent of Enfusen Corp.

SEVERABILITY

1. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

WAIVER

1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

NOTICES

1. Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been served at the time by which the letter was served via recovered delivery.

NON-DISPARAGEMENT AGREEMENT

1. Recipient agrees that recipient shall not make any statements, or take any other actions whatsoever, that disparage the goodill, name, brand, or reputation of the disclosing party or its current or former founders, directors, employees, independent contractors, volunteers, donors, supporters, or contributors. For purposes of this section, “disparage” shall mean any critical or negative statement, whether written or oral, about the foregoing parties. Examples of disparaging statements include, but are in no way limited to, statements that the aforenamed parties have been dishonest, acted fraudulently, misused funds, or otherwise engaged in unethical or dishonest behavior, or are associated with parties who engage in such behavior. This obligation shall be in effect at all times following the effective date of this agreement, both during and after the termination of the recipient’s relationship with disclosing party (in whatever capacity).
2. Recipient further acknowledges any violation of this clause shall at a minimum be liable for cause of 12x the monthly retainer paid to vendor.

ENTIRE AGREEMENT

1. This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided in the Addendum Section of this Agreement, this Agreement may be varied only by a document agreed upon by both parties.

GOVERNING LAW AND JURISDICTION

1. This Agreement shall be interpreted and construed according to, and governed by, the laws of Ohio, excluding any such laws that might direct the application of the laws of another jurisdiction. The State of Ohio Courts shall have jurisdiction to hear any dispute under this Agreement.
2. Vendor reserves the right to use arbitration as recourse to any issues that arise from this agreement.

ADDITIONAL CONSIDERATIONS

1. This Statement of work covers all programs and projects offered by Enfusen Corp under Enfusen Digital Marketing, Patients on Demand, or any other program name that may have been used for Marketing Purposes.
2. Patients on Demand is a DBA of Enfusen Corp. All services and agreements are made with Enfusen Corp