Terms & Conditions for Clients
This document is designed to support the agreement document signed by Review Central clients.
- Authorization - The above-named Client (hereinafter referred to as "Client") is engaging Central Station Marketing as an independent contractor for the specific purpose of marketing, designing and hosting a World Wide Website to be created and published using the Central Station Marketing Content Management System platform. The Client hereby authorizes Central Station Marketing to access Client’s URL at domain listed above, and host pages on the domain within the platform. Central Station Marketing acknowledges that Client is the sole owner of all rights to the domain name listed above, which shall at all times be registered in the Client’s name. Client shall be solely responsible for renewals of the domain name.
- Development - This Website will be developed using the proprietary software Central Station Marketing's Content Management System.
- Assignment of Website Marketing Project - Central Station Marketing reserves the right, and you hereby agree, to assign vendors to this Web Marketing Project (if necessary) to insure that the terms of this agreement are met as well as on-time completion.
- Delivery of Client Materials. Client will, at its expense, provide all materials necessary for Central Station Marketing and/or its vendors to provide the Services. Such materials will be provided in accordance with Central Station Marketing's policies in effect from time to time, including, without limitation, policies regarding the manner of transmission to Central Station Marketing and the delivery time prior to publication of the client's materials. Client acknowledges that client's delay in delivering materials to Central Station Marketing by any applicable deadline may delay the launch date for the Services for which such materials are being provided. All expenses connected with the delivery to Central Station Marketing of advertising material or other web page content of Client and any cost for return of such materials from Central Station Marketing will be paid by Client. Central Station Marketing may dispose of any such materials delivered to it unless Client has made acceptable prepaid return arrangements. Central Station Marketing will not be responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Central Station Marketing in the proper form, in a timely manner, or in an acceptable technical quality for display within the applicable Central Station Marketing locations. Central Station Marketing will not be liable for typographical errors, incorrect insertions or omissions in any Client materials displayed in connection with the Services.
- License to Client Materials; Publicity. Client grants to Central Station Marketing a worldwide, non-exclusive, royalty-free license (with the right to sublicense to its Service Provider and/or such Service Provider’s Vendors) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any all drawings, pictures, slogans, text, audio, video, or other content furnished by or on behalf of Client under the applicable Order (collectively, “Client Materials”) in the media and via the distribution methods expressly contemplated in the applicable Order. Central Station Marketing may modify or adapt the Advertiser Materials to the extent necessary to transmit, display or distribute it over computer networks and in various media and/or make changes to Client Materials to the extent necessary to provide the Services and to conform and adapt the Client Materials to any requirements or limitations of any networks, devices, services or media. Client acknowledges and agrees that Central Station Marketing may use Client’s results of services in Central Station Marketing testimonials, videos and other advertisements that publicize Central Station Marketing services.
- Copyrights and Trademarks - The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Central Station Marketing for inclusion in the Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Central Station Marketing and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. Exceptions include all trademark and copyright material for Central Station Marketing, Restoration Renegades, PPC Eclipse or other proprietary content related to their brands.
- Completion Date - Central Station Marketing and the Client must work together to complete the Website in a timely manner. Central Station Marketing agrees to work expeditiously to complete the Website no later than 60 days after Client has submitted all necessary materials. If the Client does not supply Central Station Marketing with complete text and graphics content for the Website within a reasonable time, the parties will negotiate a substitute timetable for completion in good faith.
- Project Delivery - The final Website will be published on the Central Station Marketing CMS platform. The Client will have administrative access to manage all pages (including photos and videos) within the site in this platform.
- No Guarantees. Advertiser acknowledges that Central Station Marketing has not made and does not make any guarantees with respect to usage statistics, page ranking on search engines, qualified leads or results that will be delivered with respect to the website and/or other marketing services. If Central Station Marketing provides Client with any estimated usage or other statistics, it does so only as a courtesy to Client and will not be held liable for any claims relating to said statistics or marketing results.
- Web Site Maintenance. This agreement allows for the development of the Website, together with website hosting and maintenance of the Website, for the lifetime of your website hosted at Central Station Marketing within the agreed-upon monthly invoice. The monthly fee does not include major template reconstruction, new functionality or new scripts requested by Client that may require custom programming. Custom programming and additions outside of our services are available and will be charged at an $85.00 per hour rate.
- CMS Features - Website: Central Station Marketing will work with the client to develop a recommended site and navigation structure. Clients will have the ability to freely edit their web pages within the confines of the Content Management System after the initial site development. Editing of content can occur through the WYSIWIG interface and/or though the HTML editor. Once edits are made, clients have the ability to publish the changes to a staging environment where they can view what their changes will look like before publishing to the live environment. Versioning: The Content Management System supports versioning so the client or Central Station Marketing can retrieve previous versions of a page. Review System: The Content Management survey review system is built within the CMS platform and is a web based interface.
- Ongoing Website Management - Central Station Marketing does provide ongoing "website management" services which may include but are not limited to new content updates and images, revisions to current content and images, linking, coding, and other techniques to help increase traffic and conversions. These services are performed at the discretion of Central Station Marketing and Central Station Marketing does not guarantee an increase in performance and/or ranking with these services due to the constant changing of algorithms by search engines.
- Paid Search Management (PPC) - Central Station Marketing does provide PPC management services which may include but are not limited to keyword campaign set up and management, site extensions, ad forwarding, text ad creation, and budget management. Central Station Market does not and will not make any performance guarantees from the paid search program.
- PPC AdWords Budget - The client is solely responsible for all PPC charges with each search engine company.
- Reservation of Rights. Central Station Marketing, in its sole discretion, may, at any time and for any reason, without notice, modify or remove or refuse to publish any Client Materials from or on any platform over which the Services are distributed. Without limiting the foregoing, Central Station Marketing reserves the right to access, read, preserve, and disclose any Client Materials or other information as Central Station Marketing reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Central Station Marketing, its users and the public.
- Backup - Central Station Marketing's Content Management System has an automated daily backup system in place which backs up all data at 2 AM every day. Real-time backup is available at The Client’s request. At any time, upon request of Client, Central Station Marketing shall deliver to Client a zip file containing all pages, content and HTML code of the Web Marketing Project, without encryption or access-restriction software, for a charge equal to one (1) hour of time.
- Electronic Commerce Laws - The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs of the United States applicable in any way to the Website or any other services contemplated herein, and will hold harmless, protect, and defend Central Station Marketing and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
- Tracking Phone Numbers - Client reserves the right to transfer ownership of any tracking lines provided by Central Station Marketing for the Website upon termination of the contract. There is a one time transfer fee of $10 per line and Client must be in current paid status.
- Data Collection - The Client also authorizes Central Station Marketing to capture basic customer data in a secure environment such as name, address, email, phone number, IP address, etc. Sensitive data such as Social Security Number, Credit Card Number or any other such data WILL NOT be collected. Data collected will be available in the Central Station Marketing CMS back-end administration and/or in email as leads.
- Legal Notice - Notwithstanding anything to the contrary contained in this contract, neither Central Station Marketing nor any of its employees or agents warrants that the functions contained in the Website will be uninterrupted or error-free. The entire risk as to the quality and performance of the Website is with the Client, unless errors, interruptions of software “bugs” are caused by or originate from Central Station Marketing or its proprietary content management system, in which case such errors or interruptions will be corrected promptly at no additional charge to Client. In no event will Central Station Marketing be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God or any other circumstances beyond Central Station Marketing’s reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Marketing Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, even if Central Station Marketing has been advised of the possibility of such damages. Client agrees to indemnify and hold harmless Central Station Marketing for any adverse result resulting from the website and services to a 3rd party. In no event will Central Station Marketing be liable to Client in excess of any fees paid on behalf of services rendered.
- Pay for Performance Agreement -Central Station Marketing will verify all qualified leads from phone calls and/or form submissions. Clients will have access to the lead management platform to validate these leads. If there are any questions about the integrity of the leads, please contact leads@centralstationmarketing.com. Definition of a qualified lead: Anyone who contacts the client from the web marketing project (SEO and Paid Search) and has a need for the company’s product/services and is within the client's service area.
- Limited Exclusivity Agreement - Central Station Marketing will provide its services "exclusively" to qualified clients within a specific market and service area. Central Station Marketing does reserve the right to modify this agreement at anytime and will provide a 30 day written notification to affected clients.
- Payment Terms. The fees for the Services are set forth in the Order. Fees must be paid at the end of each month and in an amount equal to the Total Monthly Rate (including qualified lead charges where applicable). Fees will be charged to the credit card or Pay Pal account unless Client has made other arrangements with Central Station Marketing (provided that Central Station Marketing will be under no obligation to accept any form of payment other than credit card payments). Client is responsible for ensuring that its credit card information is up to date at all times. By executing this Agreement, Client hereby authorizes Central Station Marketing to charge Client’s credit card for all applicable Services within (5) business days after Central Station Marketing initial receipt of the Order, and every month thereafter. Claims for errors in billing must be made by Client within thirty (30) days after the due date for each applicable payment or such claims will be forfeited. Unpaid amounts will accrue interest at the rate one and one half percent (1.5%) per month, or the highest amount permitted by law, whichever is less, until such amounts are paid. In addition, Client shall reimburse Central Station Marketing on demand for all reasonable costs and expenses incurred by Central Station Marketing in collecting any unpaid amounts (including, but not limited to, all fees and disbursements of counsel) and/or any collection agency of Central Station Marketing.
- Miscellaneous. Client acknowledges and agrees that the terms set forth in this agreement are for the benefit of Central Station Marketing and its Vendors are intended third-party beneficiaries under this Agreement and may enforce those provisions directly against Client or through Central Station Marketing. The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, or an agency relationship between the parties. Client may not assign or transfer this Agreement without the prior written consent of Central Station Marketing. This Agreement is governed by Texas (USA) law, and any actions, claim or proceeding hereunder shall be commenced exclusively in the courts of the State of Texas located in the Judicial District of Dallas, or in the United States District Court for the District of Texas. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. The waiver or failure of either party to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
- Termination. Central Station Marketing may, in its sole discretion, terminate this Agreement or suspend the Services in the event Client fails to pay any amount owed hereunder when due and fails to cure such non-payment within thirty (30) days following the due date. Without limiting the foregoing, Central Station Marketing may terminate this Agreement at any time, with or without cause, upon ten (10) days after written notice to Client. This Agreement will automatically terminate, without notice (i) upon the institution by or against Client of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of Client's debts; (ii) upon Client making an assignment for the benefit of creditors; or (iii) upon Client’s dissolution. Client may terminate this Agreement by providing Central Station Marketing a 30 day written notice. Client’s obligation to make payments hereunder shall terminate, and Client shall be responsible for all charges up to termination date and for removing all website content from Central Station Marketing's Content Management System hosting environment to new hosting environment. Central Station Marketing will cooperate with the content recovery of the website at no additional charge to Client.