This Agreement (“Agreement”) is entered into by and between the Client (“Client”) and Turn On The Marketing — A Top Suite Company, operated by Top Suite Holdings LLC, an Arizona limited liability company, with offices at 631 N. First Avenue, Suite 203, Phoenix, AZ 85003, Telephone: 1-888-988-5485, Email: admin@topsuite.com(collectively, the “Company”).

1. Engagement

By signing this Agreement, the Client engages the Company as an independent contractor to perform marketing, advertising, consulting, or related services as outlined in the attached proposal or statement of work (“Proposal”).
The Proposal and these Terms and Conditions collectively constitute the full Agreement between the parties.

2. Term and Termination

Either party may terminate this Agreement at any time, with or without cause, upon 48 hours’ written notice.

Upon termination or expiration:

  • The Company will remove any hosted websites, landing pages, or campaign assets it controls from public access.
  • Client will immediately cease use of any Company-owned materials, data, or intellectual property.
  • Any confidential information, assets, or proprietary tools must be returned or deleted.
  • Fees for the current billing period are non-refundable and will not be prorated.

3. Fees and Payments

Client agrees to pay all setup, recurring, and project fees in full when due, as specified in the Proposal.

  • Setup Fees: Due upon acceptance of the Agreement.
  • Monthly Fees: Begin upon launch or activation of the Service, and recur on the same day each month thereafter.
  • Late Payments: Payments not received within 10 days of the due date will accrue interest at 1.5% per month until paid.
  • Non-Refundable: All payments, once made, are non-refundable.
  • Fee Adjustments: The Company reserves the right to modify pricing with 45 days’ written notice.

Services may be suspended or terminated for non-payment.

4. Project Timing and Deliverables

The Company will make commercially reasonable efforts to deliver services and deliverables according to the timelines outlined in the Proposal.

Client agrees to:

  • Provide timely feedback, materials, and approvals necessary for project progress.
  • Review deliverables promptly and respond with written approval or detailed corrections.

Delays caused by Client’s failure to respond, provide materials, or request scope changes may extend delivery timelines without penalty to the Company.

5. Client Authorization

Client grants the Company full authorization to:

  1. Access and modify Client’s website, hosting, analytics, and ad accounts as needed.
  2. Upload, edit, or optimize website content for SEO, performance, and advertising purposes.
  3. Use Client’s logos, trademarks, copyrights, and media assets in marketing materials and deliverables.
  4. Communicate directly with third-party vendors (e.g., hosting providers, ad platforms, or web designers) as required to fulfill the Agreement.

Client is responsible for ensuring that such access and usage rights are permitted under any third-party agreements.

6. Hosting and Email

Unless otherwise agreed in writing:

  • The Company may host Client websites on its servers or through third-party providers.
  • Email hosting and management are not included in standard service packages.
  • If requested, the Company may recommend or configure third-party email solutions for an additional fee payable directly to the provider.

7. Client Acknowledgments

Client understands and agrees that:

  1. The Company cannot control third-party search engines, social networks, or advertising platforms and makes no guarantees of placement or results.
  2. Changes to Client’s website, third-party systems, or marketing assets by other vendors may negatively affect performance results.
  3. Search algorithms and advertising policies change frequently and unpredictably.
  4. SEO and advertising results may vary due to factors beyond the Company’s control, including competition and market trends.
  5. Rankings, visibility, or ad performance may fluctuate over time and are not guaranteed.
  6. Company performance timelines are estimates and may extend due to third-party delays.

8. Force Majeure

The Company shall not be held liable for delays or failure to perform due to circumstances beyond its reasonable control, including natural disasters, acts of war, labor disputes, cyberattacks, government restrictions, or internet outages.

9. Disclaimers and Limitation of Liability

To the fullest extent permitted by law:

  • The Company disclaims all warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
  • The Company shall not be liable for any indirect, special, incidental, or consequential damages, including lost profits or business interruption, arising out of or related to this Agreement.
  • The Company is not responsible for damages resulting from Client’s alterations, third-party software, or external links.
  • The total cumulative liability of the Company, for any claim arising under this Agreement, shall not exceed the amount paid by Client in the preceding three (3) months of service.

10. Client Representations and Indemnification

Client represents and warrants that:

  • It owns or has legal rights to all materials, trademarks, domain names, and content provided to the Company.
  • It has full authority to enter into this Agreement and authorize the Company to perform the agreed services.

Client agrees to indemnify and hold harmless the Company, its owners, officers, employees, and affiliates against any and all claims, losses, or expenses (including reasonable attorneys’ fees) arising out of:
(a) breach of this Agreement,
(b) infringement of third-party rights, or
(c) misuse of materials or access granted by Client.

11. Governing Law and Arbitration

This Agreement shall be governed by the laws of the State of Arizona, without regard to conflict of laws principles.

Any dispute, claim, or controversy arising out of or related to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

  • Venue for arbitration shall be Phoenix, Arizona.
  • The arbitrator shall have no authority to award punitive damages or relief beyond that permitted under this Agreement.
  • Each party shall bear its own costs, except that the prevailing party may recover reasonable attorneys’ fees and costs.

12. Miscellaneous

  • Assignment: Client may not assign this Agreement without written consent from the Company.
  • Entire Agreement: This document and the attached Proposal constitute the entire agreement between the parties, superseding all prior communications.
  • Amendments: No modification is binding unless in writing and signed by both parties.
  • Waiver: Failure to enforce any term shall not constitute a waiver of future enforcement.
  • Severability: If any provision is held invalid, the remainder shall remain enforceable.
  • Counterparts: This Agreement may be executed electronically or in counterparts, each considered an original.
  • No Third-Party Beneficiaries: This Agreement benefits only the parties named herein.

Acknowledgment

By signing this Agreement, the Client acknowledges that they have read, understood, and agree to all Terms and Conditions contained herein and in the accompanying Proposal, which together form a binding Agreement with Turn On The Marketing — A Top Suite Company (Top Suite Holdings LLC).