TERMS & CONDITIONS

ERM SOLUTIONS GROUP MISSION STATEMENT
At ERM, our objective is to help our clients achieve their goals through effective, ethical marketing. To that end, we employ evidence-based marketing strategy, execution and effectiveness through means that educate and motivate, inform and influence desired patients and referral sources. We provide professional marketing counsel, creative and implementation services with the goal of meeting or exceeding client expectations. We combine our skills, talents and experience with risk-reducing proprietary strategies and state-of-the-art support for the benefit of our clients.
PARTIES TO THIS AGREEMENT
Both parties recognize that this Agreement, including all promissory and/or other financial and legal documents, exists between eReputationManager; and Client, as specified on the face of this Agreement, hereinafter referred to as “Client.”
ESTIMATED TIME OF COMPLETION
eReputationManager will use our best efforts to quickly complete your project deliverables. eReputationManager project development timeframes average approximately 60-90 days or less in duration. Client can facilitate faster completion by providing all requested information and materials in a timely manner.
CLIENT’S RESPONSIBILITY
eReputationManager provides, and you have contracted for, professional marketing services and materials. eReputationManager will send the project deliverables (copy, and/or layout) to you for review, make suggested revisions, if any, and submit for your approval. If Client desires additional services or products outside the scope of eReputationManager’s contracted services, eReputationManager will provide a written quote for the additional project deliverables.
All eReputationManager creative materials and strategies are crafted with the intent to comply with all known applicable laws, regulations, rules of conduct and ethics standards governing client’s profession or occupation. eReputationManager relies on the client for all background information, market information and regulatory information. Therefore, Client has sole responsibility to ensure that all materials created by eReputationManager for the Client are in compliance with any and all laws, regulations and/or rules of professional conduct and/or ethics standards governing or otherwise applicable to Client’s profession or occupation. If client approves project deliverables that are later found to not be in compliance, eReputationManager will modify the project deliverables per your instructions, but an additional fee may be charged.
COPYRIGHT AND USE OF COMPLETED PROJECT MATERIALS
eReputationManager uses a proprietary methodology to develop marketing strategies, concepts and creative materials that help maximize our Clients’ return on their marketing investment. Client owns all rights, title and interests in the copyright in the final Project Material(s) which eReputationManager creates for Client, subject to the following limitations. If Client elects not to complete a project, Client may not use the Project Material(s) in any form. Client may not resell or use Project Material(s), including stock photography in any form for any business other than Client’s primary business. Preliminary concepts, sketches, draft content and all other preliminary work created or furnished to Client shall remain the exclusive property of eReputationManager and no other use of the same shall be made, nor may any ideas obtained during the course of this agreement be used, except with written permission and compensation as determined by eReputationManager.
PHOTOGRAPHY
eReputationManager provides non-custom, appropriate photography to project deliverables, except for Client personal photo(s) or unless custom photography is specifically contracted at an additional fee. Non-custom photography is licensed by eReputationManager on a one-time usage basis and cannot be repurposed by the Client. For Client personal photo(s) and/or if Client elects to supply photographs or other special photography for use in project deliverables, eReputationManager will provide Client with guidelines for said photography. For client-provided photography, Client shall arrange for such photography at Client’s expense and Client shall have obligation to obtain all necessary releases and consents for use and reproduction of client-supplied photographic images.
WORK FLOW, PAYMENTS, CANCELLATIONS AND REFUNDS
Upon proper execution of Agreement and receipt of contracted deposit, eReputationManager will begin our work. eReputationManager professional services include collaborative consultations both with clients and internally by eReputationManager staff as we develop project deliverables using our proprietary methods. Should our business relationship end prior to project completion, eReputationManager will prorate the earned fees according to the following eReputationManager project standards and benchmarks.

For Websites (including Mobile):
Completion of Internal Project Entry and Facilitation:                                                  10% of project fees
Completion of Internal Strategy Briefings, Consultations and Client Interview:           20% of project fees
Initiation of Creative Development of Website:                                                             35% of project fees
Presentation of Website Design Comps:                                                                        70% of project fees
Presentation of Built Website:                                                                                        90% of project fees
Presentation of Final Approved Website:                                                                      100% of project fees

For eBrochures:
Completion of Internal Project Entry and Facilitation:                                                  10% of project fees
Completion of Internal Strategy Briefings, Consultations and Client Interview:           20% of project fees
Initiation of Creative Development of eBrochure:                                                         35% of project fees
Presentation of eBrochure Design Slides:                                                                       70% of project fees
Presentation of programmed eBrochure:                                                                         90% of project fees
Presentation of Final Approved eBrochure link:                                                           100% of project fees

For eVideos:
Completion of Internal Project Entry and Facilitation:                                                  10% of project fees
Completion of Internal Strategy Briefings, Consultations and Client Interview:           20% of project fees
Presentation of Storyboard for Client Review:                                                               35% of project fees
Presentation of Revised Storyboard (if required):                                                           40% of project fees
Completion of Video Production:                                                                                   100% of project fees

For Social Media Setup:
Completion of Internal Project Entry and Facilitation:                                                  10% of project fees
Completion of Internal Strategy Briefings, Consultations and Client Interview:           50% of project fees
Completion of Art Preview Sent to Client:                                                                    100% of project fees

 For Hosting, SEO, Social Media Maintenance and eReputationmananger

MONTHLY PAYMENT INITIATION:

eReputationmananger payments will be initiated in 21 days or upon completion of setup and training, whichever comes first.

Hosting payments will be initiated upon completion of website or uploading of website onto eReputationManager’ secure servers.

SEO payments will be initiated upon completion of the researched keyword list and the start of optimization.

Social Media Maintenance payments will be initiated upon client approval of Social Media branding/setup and 14 days after sending customized posts to client.

Services may be initiated separately and shall continue for a period of twelve (12) months from the execution date of each service or until such time as Client provides eReputationManager with written or Email notification of Clients wish to discontinue service with thirty (30) days notice. This Agreement shall automatically renew for successive twelve (12) month periods until cancelled by either party. In the event of any unpaid balance, eReputationManager reserves the right to discontinue the above-listed service(s).

Any termination of this Agreement shall not relieve Client from the obligation to pay eReputationManager for services rendered and work performed prior to the receipt of the notice of termination. Refunds will be made only for that portion of work which has not yet been earned, but has been paid. Requests for cancellation must be made in writing.
Should eReputationManager not receive timely payment from Client in accordance with the terms of this agreement, eReputationManager shall have the unilateral right to (1) defer all creative work on Client’s project deliverables until payment is received; and/or (2) terminate this agreement within fifteen days of notifying Client of eReputationManager’s election to terminate agreement if payment is not promptly received. In that event, eReputationManager would have no further obligation to perform any services stipulated under this agreement and would retain the right to apply all payments collected to date to services performed to date. Any monies owed eReputationManager for services performed to date would be immediately due and payable.
Client acknowledges that eReputationManager owns the receivable created hereby and may sell or pledge this receivable for collateral.
CHANGE ORDERS
eReputationManager will deliver professional quality Project Materials using reasonable and customary services. If Client desires changes after final draft is completed, or if Client desires additional services outside the scope of eReputationManager’s standard services, eReputationManager will provide a written quote at the rate of $150 per hour (prorated on a quarter-hour basis). In addition, should the scope of the Project Material(s) change from its original specifications, Client shall pay eReputationManager for any additional fees related to such change in specifications.
PROTECTION OF TRADE NAMES CREATED FOR CLIENT BY eReputationManager
Any trade name recommendations commissioned by Client to be created by eReputationManager for Client shall be delivered to Client with the assumption that such trade name does not infringe upon the rights of others. However, Client fully understands that eReputationManager has not conducted a formal trade name search for this trade name as it is not within the scope of the Agency’s services or a part of the project assignment within the Agreement. Therefore, eReputationManager cannot warrant that Client will be immune from claims of others due to the complexity of the laws and regulations governing the rights to the trade name. Client agrees to assume the sole responsibility for consulting with Client’s legal counsel as to the availability and advisability of registering any proposed trade name.
MUTUAL INDEMNIFICATION
Both parties agree to mutually and fully indemnify each other against claims made against either party related to the operations of each business entity in any context related to the business relationship between the parties, except for misconduct or proved default of this Agreement by either party. Additionally, Client agrees to indemnify and hold harmless eReputationManager, its officers, directors, shareholders, employees, agents, contractors, representatives, affiliates and other companies under the same controlling ownership of eReputationManager and/or its principals from any or all liabilities, losses, costs, damages and legal expenses, including attorneys’ fees, incurred by eReputationManager resulting from legal actions or disputes arising out of any and all use of the subject project deliverables.
BINDING ARBITRATION AND ATTORNEYS’ FEES
If any controversy, claim or dispute should arise out of or relating to the Agreement or breach thereof, the parties agree that it shall be settled by binding arbitration in accordance with California Code of Civil Procedure, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration shall be conducted by the American Arbitration Association and pursuant to such organization’s rules. Either party may make demand for arbitration by giving a demand in writing to the other. The parties agree that the venue of any arbitration hereunder shall be the county of the principal headquarters of eReputationManager. Costs and fees of the arbitrator along with all reasonable attorney fees associated with any claim or dispute shall be borne by the non-prevailing party.
CONSTRUCTION
This Agreement shall be governed and constructed in accordance with the laws of the State of California. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.