LAST UPDATED: APRIL 4, 2024
This Terms and Conditions document forms a part of the Digital Services Agreement to which it is attached and sets forth terms and conditions relating to the provision and use of the Blue Zone Marketing LLC, d/b/a “Blue Zone Marketing” (“BZM”), products and services ordered through the Digital Services (the Digital Services and this Terms and Conditions document collectively constitute the “Agreement”). Any terms that are not defined in these Terms and Conditions shall have the meanings given those terms under the Digital Services. The Client, as identified in the Digital Services, represents that it has read these Terms and Conditions and agrees to be bound by them. 
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‍1. ORDERED PRODUCTS AND SERVICES.   All products and services ordered by Client in the Digital Services and/or any supplemental schedule and/or addendum thereto are referred to herein collectively as the “Ordered Product(s)/Service(s)”. The Ordered Products/Services may include development, maintenance and/or support and/or (iii) the provision of other products or services that may include, but are not necessarily limited to, reputation management services, video product/hosting, social media management, blogging, white papers, business listings, marketing materials, survey and call tracking/reporting services. Subject to Section 9 below, the Ordered Products/Services shall be provided to Client by, BZM.
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‍2. FEES. (a) For each Ordered Product/Service, Client shall pay BZM all fees designated in the Digital Services for that product or service, as the same may be hereafter modified, which may include one-time “upfront fees” or set-up fees and costs (including, but not limited to, applicable travel costs) and/or recurring “monthly fees” (collectively, the “Fees”). (b) Except to the extent that any such fees are payable in advance, BZM will invoice Client for all Fees Monthly, and all invoices are due upon receipt. If any Ordered Products/Services are provided on a bundled basis, BZM will begin invoicing for those Ordered Products/Services when the first of those bundled Ordered Products/Services is deployed/activated. With respect to any Ordered Product/Service that requires customization or Client input (e.g., Client Websites, etc.), the parties expect the customization and/or activation to be completed by the beginning of the corresponding Contract Period, but if the customization and/or activation is delayed through no fault of BZM, BZM may begin invoicing for those services not later than the first day of such corresponding Contract Period. (c) Any invoice that remains unpaid thirty (30) days after the original invoice date shall be subject to interest on any outstanding balance at a rate equal to the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law. If any outstanding Fees remain unpaid for thirty (30) (or more) days from the original invoice date, BZM may, without limiting any of its rights and remedies, suspend the provision of the Ordered Products/Services in respect of which payment has not been received plus any or all other Ordered Products/Services. The foregoing rights and remedies of BZM shall not apply to any invoice, or portion thereof, that is then subject to a good faith dispute between the parties, provided that all other invoices (or portions thereof) not in dispute have been paid by Client in full. (d) All Fees are exclusive of federal, state and local excise, sales, use and other taxes now or hereafter levied or imposed for the provision of Ordered Products/Services, and Client shall be solely liable for and shall pay all such taxes (except for any such taxes based on the net income of BZM), regardless of whether included on any invoice.(e) BZM may modify any Fees after initial contract term,  payable under this Agreement by giving Client at least ninety (90) days’ prior written notice. Any such Fee modification shall not require an affirmative response by Client or any further action by the parties; provided, however, if any such Fee modification will result in an increase in the Fees that are payable in respect of an Ordered Product/Service, then, for a period of thirty (30) days following receipt of notice of the increase, Client may cancel the applicable Ordered Product/Service by giving BZM written notice of cancellation. If Client does not timely cancel the applicable Ordered Product/Service, then such Fee increase shall be effective (and binding on Client) as of the date specified in BZM’s initial notice thereof.
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‍3. SYSTEMS.  (a) Client further acknowledges and agrees that (i) BZM, in its discretion, may track, analyze and/or create reports related to activity and/or results obtained in connection with Client’s use of the Ordered Products/Services (including, without limitation, information from consumer actions or responses) (collectively, “Results Reports”), and (ii) in furtherance thereof, BZM may install certain tracking pixels or other similar tools included therein (including photos) and use those pixels and tools to collect information relating to such use of the applicable Ordered Products/Services, which information may be used by BZM to, among other things, create, market and sell products and services.
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‍4. COMPLIANCE.   Client represents, warrants and covenants that it is complying, and shall comply, with all federal, state and local laws, rules, regulations and ordinances applicable to this Agreement and its use of the Ordered  Products/Services, including all accompanying federal regulations. Client further warrants and covenants that it shall comply with all policies and procedures in respect of the use of the Ordered Products/Services that BZM may provide to Client and similarly situated customers from time to time on an across-the-board basis, including, without limitation, policies and procedures regarding (i) end user use of an Ordered Product/Service, (ii) language that BZM requests Client to include in its website privacy policy and customer order forms and (iii) the requirements of third-party vendors utilized by BZM in connection with the provision of Third-Party Products included within the Ordered Products/Services to Client hereunder.   Client acknowledges and agrees that, as between Client and BZM, Client is solely responsible for all products advertised via any Advertising hereunder (including but not limited to the pricing thereof) as well  as all messages, editorial content, advertising content (other than advertising content produced by BZM at Client’s request), final edited recordings, final edited photographs, final edited videos, final edited  marketing collateral or other similar content that is displayed on or distributed through any Advertising, any Client Website or any other product maintained or made available, in any media (electronic or otherwise), through any Ordered Product/Service (such content, except to the extent it incorporates any BZM Proprietary Material, is collectively the “Client Content”). Client Content does not include raw footage. Without limiting the foregoing, Client represents and warrants to BZM that (i) Client owns the Client Content and/or (ii) all licenses, rights and other permissions from third parties (including but not limited to ASCAP, BMI and the Copyright Clearance Center) that are necessary to display or distribute the Client Content through the applicable Ordered Products/Services shall be obtained (for the benefit of Client and BZM) and fully paid before such display and/or distribution commences and, further, shall thereafter be maintained in full force and effect by Client for so long as such distribution continues hereunder.  Client acknowledges and agrees that BZM has not undertaken, and will not undertake, any obligation to investigate or evaluate the extent to which the display or distribution of any Client Content infringes upon or misappropriates any right of any third party or is otherwise permissible. 

‍5. PROPRIETARY RIGHTS; LICENSE; RESTRICTIONS. As between the parties, BZM and Client shall own all right, title and interest in and to the Ordered Products/Services and all Intellectual Property Rights (signed service agreement) relating to the Ordered Products/Services (and any derivative works or enhancements thereof), including, but not limited to, all digital services materials outlined in the service agreement, developed by BZM, and the Results Reports and the content therein. 

6. INDEMNIFICATION. (a) Client assumes sole responsibility for all use of the Ordered Products/Services, the BZM Proprietary Materials and all Third-Party Products. Furthermore, Client shall indemnify, defend and hold harmless BZM and its affiliates, and its and their respective officers, directors, employees, agents and representatives (collectively, the “Indemnified BZM Parties”), from and against any and all claims, proceedings and demands asserted or alleged by third parties against an Indemnified BZM Party (“Claims”), and from and against any damages, costs, expenses and liabilities of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any such Claims, arising out of or in any way related to (i) Client's use of any of the Ordered Products/Services, (ii) any breach by Client of any representations, warranties, covenants or other terms and conditions set forth in this Agreement, (iii) Client’s violation of or failure to comply with any applicable law, rule or regulation, or (iv) any allegation that any Client Content, whether as displayed on any website, product or otherwise, (A) infringes (directly or in a contributory manner), violates or misappropriates any copyright, patent, trademark or service mark or any other Intellectual Property Right of a third party, (B) violates any right of publicity or privacy of any third party or (C) constitutes unlawful use, disclosure or misappropriation of a third party’s trade secret or otherwise constitutes unfair competition under applicable law. (b) In the event that use of the Ordered Products/Services (excluding any Client Content displayed thereon) or other BZM Proprietary Materials becomes, or in BZM’s sole discretion is likely to become, the subject of any Claim of infringement by any third party, then BZM may at its option and expense either (i) use commercially reasonable efforts to procure for Client the right to continue to use the applicable Ordered Product(s)/Service(s) or BZM Proprietary Materials as provided in this Agreement, or (ii) use commercially reasonable efforts to replace or modify the applicable Ordered Product(s)/Service(s) or BZM Proprietary Materials with a version that is non-infringing but that performs substantially similar functions. In the event that neither of the foregoing options is commercially viable in the sole judgment of BZM, then BZM may cancel its provision to Client of the applicable Ordered Product(s)/Service(s) or BZM Proprietary Materials and refund to Client any Fees pre-paid by Client with respect thereto.
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‍7. TERM AND TERMINATION. (a) This Agreement shall commence on the date that the initial Digital Services is signed by an authorized Manager of BZM and shall remain in effect until for a minimum of 12 months. If the client refuses to give a 90 day notice then the contract immediately renews another 12 months (the period that this Agreement is so in effect, the “Term”). If for some reason this agreement is terminated by the client before its term, the client is responsible for paying the remaining 12 month term.(b) Each Digital Services specifies an initial term/contract period (defined above as the Contract Period) for each Ordered Product/Service. The Contract Period begins at signing. BZM works one month in advance.  The other party understands that BZM works one month in advance, requiring a minimum of 30 days to create content before publishing. After the initial Contract Period for any Ordered Product/Service expires, the Contract Period for such Ordered Product/Service shall, except as provided below, automatically renew for successive terms that are equal in length to the initial Contract Period, unless a party gives the other party written notice of its intent not to renew this Agreement for the applicable Ordered Products/Services not less than (i) ninety (90) days prior to the applicable renewal date, with respect to Ordered Products. (c) BZM may terminate this Agreement at any time by written 90 day notice to the client if the client engages in any conduct that BZM in its reasonable discretion deems offensive, inappropriate or otherwise inconsistent with BZM’s standards of conduct, including, but not limited to, use of abusive, insulting or derogatory language with any BZM personnel.     
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‍8. GOVERNING LAW; DISPUTE RESOLUTION.  Each party irrevocably consents to the exclusive jurisdiction and venue of any local, state or federal court that is located in Coeur d’ Alene, Idaho in connection with any dispute, claim or controversy arising out of or relating to this Agreement, and waives any objections in the nature of jurisdiction or venue. In any action or other proceeding by which Client’s account is referred to an attorney or collection agency for collection, Client will pay for all collection fees, costs and expenses incurred by BZM in connection therewith. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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‍9. GENERAL.  (a) Promotional Matters. BZM may issue press releases and other marketing and promotional material describing the relationship created by this Agreement and, among other things, displaying websites or products, developed for or provided to Client as examples of the service offerings available from BZM. Client hereby grants BZM the right to use Client's name, trademarks, service marks and logos (i) in advertising targeted to all or any portion of Client’s customer base in connection with the performance of the Ordered Products/Services hereunder, and (ii) in any advertising and publicity identifying Client as a customer of BZM. (b) Notices. All notices and other communications to each party must be in writing and sent to the applicable address specified in the Digital Services, with any such notices to BZM to be sent to the CEO/Blue Zone Marketing. Unless otherwise agreed, notice shall be deemed given upon (i) receipt when delivered personally, (ii) written verification of receipt from overnight courier, (iii) verification of receipt of registered or certified mail, or (iv) verification of receipt via facsimile. Objectionable Content. In the event that Blue Zone Marketing finds any of the client's business marketing content morally objectionable ("business marketing content" includes, but is not limited to, images, graphics, content, products, or business practices), Blue Zone Marketing reserves the right to refuse promotion of said content. Objections will be presented to the client in a timely manner so as to come up with an alternate solution. This refusal of service may be grounds for Blue Zone Marketing to withdraw from this contractual obligation.(c) Amendment; Assignment; Continuing Obligation. Except to the extent otherwise expressly provided herein (such as, by way of example, in the case of Fee increases by BZM), this Agreement may not be amended or otherwise modified except by a writing signed by both parties. Client may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without the express prior written consent of BZM. In addition, and notwithstanding anything to the contrary set forth in this Agreement, if another person, business or entity becomes the “Client” under this Agreement, whether by way of a permitted assignment hereof, change of ownership of the original/current Client hereunder, or any other means or mechanism whatsoever, then following such assignment, ownership change or other means/mechanism the original/current Client shall nonetheless be and remain responsible for both (i) all obligations incurred by the original/current Client hereunder prior to such change and (ii) any and all obligations (including but not limited to payment of all Fees) incurred by any such new “Client” subsequent to such change (d) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written or oral, with respect thereto.
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[END OF TERMS & CONDITIONS - UPDATED JANUARY 2024]