Terms & Conditions
Marketing Unlimited Inc. provides the following Terms and Conditions for all its clients. Marketing Unlimited Inc. will be referred to as “MU” or “Marketing Unlimited” and any client of Marketing Unlimited Inc. will be referred to as “Client” in the following Terms and Conditions.
1. COMPENSATION
MU will be compensated by the Client on the terms enumerated in our service agreement.
This does not include advertising budget, hosting fees, or ancillary systems or tools requested by Client in the process of delivering service.
Compensation will need to be provided prior to services being rendered. Payments are deemed late if they are more than ten (10) days past the date that they are due. Interest shall accrue at ten percent per annum on all overdue balances.
The fees and prices set forth in this Agreement may be adjusted to reflect changes in market conditions, inflation, labor expenses, material costs, supplier pricing, shipping charges, taxes, governmental fees, or other costs reasonably associated with providing the services. Either party may request an adjustment at any time when a material and documented change occurs in third-party, supplier, or material costs directly affecting the services. Any such adjustment will be reasonably proportional to the applicable cost increase or decrease. If an increase exceeds ten percent (10%) within a twelve-month period, Client may terminate the affected services without penalty by providing written notice before the adjustment takes effect.
2. PAYMENT AUTHORIZATION
2.1 Authorized Payment Method
Client authorizes MU and its designated payment processor to charge the credit card, debit card, or bank account provided by Client for fees and expenses due under this Agreement.
Client represents that Client is the authorized holder of the payment method or has authority from the holder to authorize these charges.
2.2 Recurring Service Fees
For recurring services, Client authorizes MU to automatically charge the authorized payment method for the recurring amount stated in this Agreement. Charges will be processed on or around the scheduled billing date stated in the applicable service documents or invoice.
This authorization will remain in effect until the applicable services are terminated in accordance with this Agreement and all outstanding amounts have been paid.
2.3 Additional and Variable Charges
Client also authorizes MU to charge the authorized payment method for the following amounts when applicable:
Advertising expenditures expressly authorized to be charged through MU
Hosting, software, licensing, domain, platform, and third-party service fees identified in the applicable service documents
Approved out-of-scope work or additional services
Applicable taxes
Late charges or interest permitted under this Agreement
Other expenses expressly approved by Client in writing
MU will not charge materially increased recurring service fees or material expenses not covered by the applicable service documents without providing notice or obtaining approval as required by this Agreement.
2.4 Price Adjustments
If recurring fees are adjusted in accordance with the price-adjustment provisions of this Agreement, MU may charge the adjusted amount beginning on the stated effective date after providing the required notice to Client.
Client’s continued use of the affected services after the adjustment takes effect constitutes authorization to charge the adjusted recurring amount, subject to any termination rights provided in this Agreement.
2.5 Failed Payments
Client is responsible for maintaining a valid payment method and accurate billing information. Client shall promptly notify MU of any change to the authorized payment method.
If a payment is declined, returned, reversed, or otherwise unsuccessful, MU may:
Retry the authorized payment method;
Request an alternative payment method;
Suspend or delay services until payment is received; and
Apply any lawful late charge, returned-payment fee, or interest provided under this Agreement.
MU will not be responsible for delays, interruptions, advertising suspensions, lost opportunities, or other consequences resulting from Client’s failed or delayed payment.
2.6 Revocation of Payment Authorization
Client may revoke authorization for future automatic charges by providing written notice to MU at least five business days before the next scheduled charge. Revoking payment authorization does not, by itself, terminate services or modify the notice requirements in this Agreement.
Client remains responsible for all fees, expenses, and other amounts incurred before the effective termination of services. If Client revokes payment authorization without terminating services, Client must promptly provide another acceptable payment method.
2.7 Billing Questions and Disputes
Client shall notify MU promptly if Client believes a charge is incorrect. The parties will make a good-faith effort to investigate and resolve the disputed charge.
A billing dispute does not relieve Client of the obligation to timely pay all amounts that are not reasonably disputed.
3. SUSPENSION FOR NONPAYMENT
3.1 Right to Suspend
If any undisputed amount remains unpaid for more than ten days after its due date, MU may, after providing written notice to Client, suspend some or all services until the overdue balance and any applicable fees or interest are paid in full.
MU may suspend services immediately if a payment failure prevents MU from paying or maintaining an advertising campaign, hosting service, software subscription, domain registration, license, or other third-party product required for Client’s services.
3.2 Effect of Suspension
A suspension for nonpayment does not terminate this Agreement or eliminate Client’s responsibility for amounts already due.
Recurring service fees will continue during a suspension caused by Client’s nonpayment to the extent MU continues to reserve personnel, systems, subscriptions, or other resources for Client. MU will not continue charging for discretionary third-party expenses that can reasonably be stopped during the suspension unless Client has already authorized or incurred those expenses.
Project schedules, delivery dates, campaign launches, and other deadlines will be extended as reasonably necessary to account for the suspension and the time required to resume work.
3.3 Consequences of Suspension
MU will not be responsible for losses or consequences reasonably resulting from a suspension permitted under this Agreement, including:
Paused or discontinued advertising campaigns
Reduced advertising performance or loss of campaign momentum
Changes in search-engine rankings or website traffic
Delayed deliverables or missed launch dates
Interruption of hosting, software, or third-party services
Loss of promotional opportunities
Third-party reactivation, restoration, or late fees
Nothing in this section permits MU to withhold Client-owned accounts, credentials, domains, or completed work that Client has fully paid for, except to the extent access depends on an unpaid third-party service or as otherwise permitted by the applicable agreement and law.
3.4 Resumption of Services
MU may require payment of all overdue amounts, applicable interest, returned-payment fees, and reasonable reactivation costs before resuming services.
Services will resume within a commercially reasonable period after payment is confirmed, subject to staff availability, third-party processing times, and any revised project schedule. MU does not guarantee immediate restoration of campaigns, rankings, platform access, hosting, or other third-party services.
3.5 Continued Nonpayment
If an undisputed balance remains unpaid for thirty days after its due date, MU may terminate the affected services or this Agreement by written notice. Termination does not eliminate Client’s obligation to pay amounts incurred before the effective termination date.
4. CONTRACT PERIOD
This Agreement is a month-to-month agreement and can be terminated by either MU or Client by providing written notice at least thirty (30) days in advance of the termination. Service of such written notice must be made by electronic mail. Clients may email MU at the addresses listed below:
Contact@MarketingUnlimited.com
5. OBLIGATION OF CLIENT
Client shall provide MU with any information that is reasonably requested by MU in the performance of the marketing and/or web design services provided to Client. MU will not be held responsible for non-performance of services if that non-performance is made impossible or unreasonable by Client’s refusal or inability to provide requested information.
6. NON-EMPLOYEE STATUS
Nothing in this Agreement is intended to create an employer /employee relationship between any party. MU shall not be entitled to any benefits that may be accorded to Client’s employees including, but not limited to, worker's compensation, disability insurance, vacation or sick pay. MU will be responsible for any and all taxes incurred as a result of any compensation to MU.
MU may represent, perform services for, or be employed by any additional persons or companies as MU sees fit without limitations from this Agreement.
7. CONFIDENTIALITY
7.1. Definition of Confidential Information
“Confidential Information” means nonpublic information disclosed by or on behalf of one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential based on its nature and the circumstances of disclosure.
Confidential Information may include:
Business plans, strategies, budgets, pricing, and financial information
Customer, prospect, vendor, and employee information
Website, domain, hosting, software, analytics, and advertising-account credentials
Campaign information, performance data, reports, and unpublished results
Marketing plans, research, creative concepts, and unreleased content
Proprietary processes, templates, methods, documentation, and technology
Trade secrets and other nonpublic intellectual property
Information received from a third party that the Disclosing Party is obligated to protect
7.2. Use and Protection
The Receiving Party shall:
Use Confidential Information only as reasonably necessary to perform, receive, administer, or enforce services under this Agreement;
Protect Confidential Information using reasonable care and no less than the degree of care it uses to protect its own similar confidential information;
Limit access to employees, contractors, professional advisors, and service providers who reasonably need the information for purposes related to this Agreement; and
Not disclose Confidential Information to any other person without the Disclosing Party’s prior written consent, except as permitted by this section.
The Receiving Party is responsible for ensuring that individuals and service providers receiving Confidential Information on its behalf are subject to confidentiality obligations or professional duties reasonably appropriate to the information disclosed.
7.3. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
Was publicly available through no violation of this Agreement;
Was lawfully known to the Receiving Party without a confidentiality obligation before disclosure;
Was lawfully received from a third party without a duty of confidentiality;
Was independently developed without use of the Disclosing Party’s Confidential Information; or
Was approved for release by the Disclosing Party in writing.
Information will not be considered public merely because individual portions appear in public sources if the nonpublic combination, organization, or application of that information remains confidential.
7.4. Required Disclosure
The Receiving Party may disclose Confidential Information when required by law, subpoena, court order, or governmental demand.
To the extent legally permitted, the Receiving Party will provide prompt notice to the Disclosing Party and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of Confidential Information legally required.
7.5. Account Credentials and Security
Each party shall take reasonable measures to protect credentials and access information received from the other party. Neither party may share credentials with unauthorized persons or use them for purposes unrelated to this Agreement.
Client is responsible for promptly removing access or requesting that access be removed when services end. MU may retain only the access reasonably necessary during an authorized transition period or as required by law.
7.6. Return or Destruction
Upon written request, the Receiving Party will make reasonable efforts to return or destroy the Disclosing Party’s Confidential Information that is no longer required for an authorized business or legal purpose.
The Receiving Party may retain information:
Required for legal, tax, insurance, regulatory, or recordkeeping purposes;
Maintained in routine backup or archival systems; or
Reasonably necessary to establish or defend legal rights.
Any retained Confidential Information will remain subject to this section.
7.7. Portfolio, Case Studies, and Publicity Rights
Client grants MU a nonexclusive, worldwide, royalty-free license to display and reproduce public-facing work created by MU for Client for the limited purpose of promoting MU’s services and demonstrating MU’s experience.
This may include displaying:
Websites and landing pages
Advertisements and marketing creative
Publicly distributed graphics, copy, videos, and campaigns
Client’s business name and logo
Screenshots or excerpts of completed public-facing work
General descriptions of the services MU provided
MU may use these materials on its website, social-media accounts, proposals, presentations, award submissions, advertisements, portfolios, and other promotional materials.
MU may use anonymized or aggregated campaign data and performance results for internal analysis, benchmarking, educational content, and promotional purposes, provided that the information does not reasonably identify Client or disclose Client’s Confidential Information.
Before publishing a case study that identifies Client and includes nonpublic performance data, revenue information, advertising expenditures, lead counts, conversion data, or other sensitive business metrics, MU will obtain Client’s written approval of the specific information to be published.
Client’s approval will not be unreasonably withheld or delayed when the information is accurate, appropriately contextualized, and does not disclose Confidential Information.
7.8. Duration
These confidentiality obligations will continue throughout the term of this Agreement and for three years following its termination.
Any information qualifying as a trade secret under applicable law will remain protected for as long as it continues to qualify as a trade secret.
7.9. No Transfer of Ownership
Disclosure of Confidential Information does not transfer ownership or grant any license or other rights except the limited right to use the information for purposes authorized by this Agreement.
8. NO GUARANTEE
Client and MU acknowledge and mutually agree that there are no representations or guarantees that have been made as to revenue or lead generation. Client and MU acknowledge and mutually agree that there are no representations or guarantees that have been made as to accessibility or Americans with Disabilities Act (“ADA”) compliance. Client and MU acknowledge and mutually agree that there are no representations or guarantees that have been made as to Health Insurance Portability and Accountability Act (“HIPAA”) compliance. Client and MU acknowledge and mutually agree that there are no representations or guarantees that have been made as to Privacy compliance. Client and MU acknowledge and mutually agree that there are no representations or guarantees that have been made as to any other form of compliance.
9. THIRD-PARTY PLATFORMS AND ALGORITHM CHANGES
9.1. Third-Party Services
Client acknowledges that MU’s services may depend on or interact with third-party platforms, systems, software, applications, plugins, hosting providers, search engines, social-media networks, advertising networks, analytics providers, email providers, domain registrars, and other external services (“Third-Party Platforms”).
Third-Party Platforms may include, without limitation, Google, Microsoft, Meta, Instagram, Facebook, LinkedIn, TikTok, Yelp, WordPress, Squarespace, Shopify, website-hosting providers, payment processors, email-marketing platforms, and analytics services.
Third-Party Platforms are not owned or controlled by MU. Client’s use of a Third-Party Platform may also be governed by that platform’s separate terms, policies, fees, restrictions, and procedures.
9.2. Platform and Algorithm Changes
Client acknowledges that Third-Party Platforms may change their algorithms, policies, review processes, technical requirements, pricing, features, data availability, account structures, advertising systems, ranking factors, or terms of service at any time and without notice to MU.
Such changes may affect:
Search-engine rankings and website traffic
Advertising reach, cost, placement, targeting, and performance
Campaign approval or continued eligibility
Social-media reach, visibility, and engagement
Tracking, attribution, reporting, and analytics
Website, plugin, or software functionality
Account access, verification, or authentication
The availability or cost of third-party products and services
MU does not guarantee that strategies, integrations, campaigns, rankings, or results achieved before a third-party change will continue after that change.
9.3. Account Review, Rejection, and Suspension
Third-Party Platforms may review, reject, restrict, suspend, disable, or terminate advertisements, listings, websites, integrations, content, or accounts at their discretion.
MU does not control these decisions and cannot guarantee:
Approval of an advertisement, account, listing, product, or integration
Continued access to a platform
Reinstatement of a suspended or restricted account
Reversal of a platform decision
Completion of verification within a particular period
Preservation of historical data following a platform action
When requested and within the agreed scope of services, MU may make commercially reasonable efforts to correct identified issues, submit documentation, communicate with the applicable provider, or assist with an appeal. Such assistance does not guarantee a favorable result and may require additional fees if it falls outside the agreed scope.
9.4. Client Responsibilities
Client shall:
Comply with applicable Third-Party Platform terms and policies;
Provide accurate and complete information required for accounts, advertising, listings, and verification;
Maintain lawful rights to the products, services, content, data, and materials submitted to a platform;
Promptly provide requested verification documents and approvals;
Maintain current payment and contact information;
Protect account credentials and use reasonable account-security practices; and
Promptly notify MU of platform warnings, suspensions, unauthorized access, billing issues, or other material notices.
MU will not be responsible for a platform action or service interruption resulting from Client’s products, services, business practices, content, instructions, policy violations, failure to provide information, payment failure, security practices, or prior account history.
9.5. Platform Costs and Availability
Third-Party Platform charges, advertising expenditures, software fees, hosting fees, licensing costs, and other external expenses are separate from MU’s service fees unless expressly included in this Agreement.
Client is responsible for authorized third-party charges and any price increases imposed by a Third-Party Platform. MU may recommend an adjustment, substitute service, or modification to the scope if a platform changes its pricing, availability, functionality, or technical requirements.
MU is not responsible for temporary or permanent outages, latency, data loss, reporting delays, billing errors, cybersecurity incidents, or other failures originating from a Third-Party Platform, except to the extent directly caused by MU’s material breach of this service agreement.
9.6. Reporting and Data Differences
Third-Party Platforms may use different attribution models, reporting periods, tracking methods, privacy controls, estimates, and definitions. As a result, data from different platforms may not match.
MU does not warrant that third-party analytics, conversion tracking, call tracking, advertising reports, or other external data will be complete, uninterrupted, or perfectly accurate. MU will make reasonable efforts to configure reporting tools included in the agreed scope but is not responsible for discrepancies or data limitations inherent in Third-Party Platforms.
9.7. Strategic Adjustments
If a Third-Party Platform change materially affects the services, MU may recommend or implement reasonable strategic or technical adjustments within the existing scope.
Material additional work, including rebuilding campaigns, replacing integrations, migrating platforms, restoring compromised systems, or conducting extensive appeals will require Client’s written approval and may be subject to additional fees and revised timelines.
9.8. No Agency or Endorsement
MU’s use of or interaction with a Third-Party Platform does not mean that MU controls, represents, or is endorsed by that platform. Nothing in this agreement creates a partnership, employment relationship, or agency relationship between MU and any Third-Party Platform.
10. ADA COMPLIANCE
Client expressly acknowledges that unless explicitly provided for in the description of services in this agreement, MU is not providing Americans with Disabilities Act (“ADA”) compliance or compliant services through this service agreement. Neither MU, its agents, successors, assigns, vendors, affiliates, subcontractors, or its employees can be held liable for lack of accessibility claims if this service is not expressly identified in the description of services. Client agrees to indemnify MU for all such claims against Client and/or MU if an action is brought and MU was not explicitly providing ADA compliance.
11. PRIVACY COMPLIANCE
Client expressly acknowledges that unless explicitly provided for in the description of services in this agreement, MU is not providing Privacy compliance or compliant services through this service agreement. Neither MU, its agents, successors, assigns, vendors, affiliates, subcontractors, or its employees can be held liable for privacy claims if this service is not expressly identified in the description of services. Client agrees to indemnify MU for all such claims against Client and/or MU if an action is brought and MU was not explicitly providing privacy compliance.
12. OWNERSHIP OF INTELLECTUAL PROPERTY
Client acknowledges that Client represents that any intellectual property that is provided to MU for use in the marketing services or web design services that constitute this Agreement, is owned by Client. MU is not liable for any copyright, patent, or trademark infringement claims for materials used in the marketing and/or web design that were provided to MU by Client.
Client shall indemnify MU from any claims related to intellectual property rights based on materials or information that was provided by Client to MU. MU has no duty to investigate the intellectual property rights of materials and information being provided to MU and that is not intended to be in the scope of this Agreement.
13. RETENTION OF THIRD-PARTY INCENTIVES
Any discounts, margins, rebates, incentives, or affiliate rewards provided, created, triggered, or received as a result of the services provided under this Agreement are the sole and separate property of MU. Any commissions, referral fees, ad revenue, or rebates for purchase or use of software, widgets, or tools are property of MU and Client has no right or claim to any such items or related items.
14. SURVIVAL
The provisions concerning accrued payment obligations, confidentiality, portfolio and case-study rights, intellectual-property ownership and licenses, client representations and warranties, disclaimers and no guarantees, compliance responsibility, third-party platforms, retention of third-party incentives, limitation of liability, indemnification, governing law, venue, dispute resolution, attorneys’ fees, and any other provision that expressly states or by its nature is intended to survive will survive the expiration or termination of this Agreement. Each surviving provision will remain effective for the period stated in that provision or, if no period is stated, for as long as reasonably necessary to accomplish its intended purpose and as permitted by applicable law.
15. GOVERNING LAW/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of California. Venue for any claim or lawsuit pertaining to this Agreement is only proper in the County of San Bernardino, or District Court in which the County of San Bernardino resides. The prevailing party, if any is entitled to their costs and attorneys’ fees.
16. ELECTRONIC MAIL ABUSE
Harassment by email, whether through language, frequency, or size of messages, is prohibited. Client may not send email to any person who does not wish to receive it. If a recipient asks to stop receiving email, Client must not send that person any further email. Clients are explicitly prohibited from sending unsolicited bulk email messages (“junk mail” or “spam”). This includes, but tis not limited to, bulk mailing of commercial advertising, informational announcements, and political tactics. Such material may only be sent to those who have explicitly requested it. Clients may not forward or otherwise propagate chain letters, whether or not the recipient wishes to receive such mailings. Malicious email, including but not limited to “mail bombing” (flooding a user or site with very large or numerous pieces of email) and “trolling” (posting outrageous messages to generate numerous responses) is prohibited. Forging of header or any other information is not permitted. Subscribing someone else to an email list or removing someone else from a mail list without that person’s permission is prohibited. MU’s accounts or services may not be used to collect replies to messages sent from another Internet Service Provider if those messages violate this Agreement or any usage policy of that other provider. Violations of this Agreement will result in immediate account termination, and MU reserves the right to charge an administrative cleanup fee and deactivation fee.
17. VIOLATIONS OF NETWORK AND SYSTEM SECURITY
Client is prohibited from violating or attempting to violate the security of the network or service. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of Client’s agreement. MU will investigate occurrences, which may involve such violations and my involve, and cooperate with, law enforcement authorities in prosecuting Clients who are involved in such violations. These violations include, without limitation:
(a) Accessing data not intended for the Client or logging into a server or account that the client is not authorized to access.
(b) Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.
(c) Attempting to interfere with service to any Client, host or network, including without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”.
(d) Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
(e) Taking any action in order to obtain services which the client is not entitled.
18. WARRANTY AGAINST UNLAWFUL USE
Client warrants and represents that Client shall use services only for lawful purposes and in accordance with all valid federal, state, and local laws and regulations governing use of email and the internet, whether or not specifically prohibited elsewhere in this Agreement. Failure to abide by the terms of this paragraph shall be grounds for immediate termination of Client’s account and service for cause.
19. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
19.1 Disclaimer of Warranties
Except for any express commitments stated in this Agreement, MU’s services are provided on an “as is” and “as available” basis.
To the fullest extent permitted by applicable law, MU disclaims all express, implied, and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, and noninfringement.
MU does not warrant or guarantee that:
The services will be uninterrupted, error-free, or compatible with every system or platform;
Every error, defect, security issue, or accessibility barrier will be identified or corrected;
Third-Party Platforms will remain available or operate without interruption;
Advertising, marketing, search-engine optimization, website, or other services will produce a particular result;
Data, analytics, attribution, reporting, or conversion tracking supplied by a Third-Party Platform will be complete or perfectly accurate; or
A Third-Party Platform will approve, maintain, restore, or refrain from suspending an advertisement, listing, integration, or account.
This disclaimer does not eliminate any express obligation MU has specifically accepted in this Agreement.
19.2 Exclusion of Certain Damages
To the fullest extent permitted by applicable law, MU and its officers, directors, employees, contractors, agents, and affiliates will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages arising out of or related to this Agreement or the services.
This exclusion includes, without limitation:
Lost profits, revenue, sales, or anticipated savings;
Loss of business opportunities, customers, goodwill, or reputation;
Loss, corruption, or unavailability of data;
Loss of advertising or campaign momentum;
Changes in search-engine rankings, website traffic, or platform reach;
Cost of substitute services; and
Losses resulting from the acts, omissions, outages, policies, or decisions of a Third-Party Platform.
This exclusion applies regardless of whether the claim is based on contract, tort, negligence, strict liability, statute, or another legal theory and regardless of whether MU was advised that such damages were possible.
19.3 Aggregate Liability Cap
To the fullest extent permitted by applicable law, MU’s total aggregate liability arising out of or relating to this Agreement will not exceed the total service fees actually paid to MU for the specific services giving rise to the claim during the three months immediately preceding the event that first gave rise to the claim.
Advertising expenditures, media budgets, taxes, reimbursements, pass-through expenses, and amounts paid to Third-Party Platforms are not service fees and will not be included when calculating the liability cap.
The liability cap applies collectively to all claims, events, and legal theories arising from the same or related facts and is not increased by the number of claims asserted.
19.4 Exceptions
Nothing in this section will exclude or limit:
Client’s obligation to pay fees and expenses due under this Agreement;
Client’s defense and indemnification obligations;
Liability arising from MU’s fraud or willful misconduct; or
Any liability that cannot lawfully be excluded or limited.
19.5 Allocation of Risk
The parties acknowledge that the fees charged by MU reflect the allocation of risk established in this Agreement and that MU would not enter into this Agreement at the stated price without the disclaimers, exclusions, and limitations contained in this section.
20. COMPLIANCE RESPONSIBILITIES AND CLIENT INDEMNIFICATION
20.1 Client Compliance Responsibility
Unless a specific compliance service is expressly identified in an applicable Scope of Work, Client remains responsible for determining and satisfying the legal, regulatory, licensing, and industry requirements applicable to Client’s business, products, services, website, advertising, communications, data, and operations.
MU is not a law firm and does not provide legal advice, legal opinions, regulatory certification, or guarantees of compliance. Client should obtain advice from qualified legal and compliance professionals regarding its obligations.
Providing a website, marketing service, accessibility review, accessibility tool, privacy-related configuration, consent-management tool, analytics implementation, or other technical service does not, by itself, mean that MU has accepted responsibility for Client’s compliance.
20.2 HIPAA and Regulated Health Information
Client is responsible for determining whether the Health Insurance Portability and Accountability Act, its implementing regulations, or any other health-information law applies to Client or the services.
Client will not provide MU with protected health information or direct MU to create, receive, maintain, transmit, or access protected health information unless:
The parties have expressly agreed in writing that the services require it;
The parties have executed any required Business Associate Agreement;
Appropriate technical and administrative safeguards have been established; and
The applicable Scope of Work identifies the relevant responsibilities of each party.
Unless these requirements have been satisfied, MU is not providing HIPAA-compliance services and is not authorized to receive or process protected health information on Client’s behalf.
20.3 Privacy and Data Protection
Client is responsible for determining and satisfying the privacy and data-protection requirements applicable to Client’s business and digital properties, including requirements concerning:
Privacy notices and policies;
Cookies, pixels, analytics, advertising technology, and tracking tools;
Consent collection and consent-management systems;
Collection, use, disclosure, sale, sharing, retention, and deletion of personal information;
Consumer privacy requests;
Email, telephone, and text-message marketing;
Customer, lead, patient, employee, and applicant information;
Data-security and breach-notification obligations; and
International, federal, state, and local privacy requirements applicable to Client.
MU may provide technical or administrative assistance within an agreed Scope of Work, but Client remains responsible for obtaining legal advice, approving privacy language, identifying applicable laws, and confirming that Client’s practices and instructions are lawful.
20.4 Accessibility
Client is responsible for determining the accessibility and disability-access requirements applicable to Client’s business, website, digital content, products, and services.
Unless expressly stated in an applicable Scope of Work, MU does not provide legal certification or guarantee compliance with the Americans with Disabilities Act, other disability-rights laws, or a particular version or level of the Web Content Accessibility Guidelines.
An accessibility review, automated scan, overlay, plugin, widget, remediation effort, or accessibility tool may help identify or address certain barriers but does not guarantee that every accessibility issue will be detected, corrected, or prevented.
Client remains responsible for:
Maintaining accessibility after MU completes its services;
Evaluating content, changes, plugins, and third-party features added by Client or others;
Responding to accessibility requests and complaints;
Providing reasonable alternative access when appropriate; and
Consulting qualified legal counsel regarding applicable accessibility obligations.
20.5 Client’s Indemnification Obligation
Client will defend, indemnify, and hold harmless MU and its officers, directors, employees, contractors, agents, affiliates, successors, and permitted assigns (“Indemnified Parties”) from and against third-party claims, demands, actions, proceedings, investigations, damages, judgments, settlements, liabilities, penalties, costs, and reasonable attorneys’ fees, to the extent arising out of or relating to:
Materials, information, data, images, trademarks, customer lists, or other content supplied, selected, directed, or approved by Client;
An allegation that Client-provided materials infringe or violate a third party’s intellectual-property, privacy, publicity, confidentiality, or other rights;
Client’s products, services, operations, warranties, representations, offers, promotions, pricing, or fulfillment;
False, misleading, unlawful, or unsubstantiated claims supplied, directed, or approved by Client;
Client’s instructions or requested use of MU’s services or deliverables;
Client’s violation of applicable law, regulation, licensing requirement, industry requirement, or Third-Party Platform policy;
Client’s failure to obtain a required license, authorization, disclosure, permission, or consent;
Client’s collection, possession, transfer, disclosure, retention, deletion, security, or use of personal information or regulated data;
Client’s failure to comply with applicable privacy, data-protection, data-security, marketing-communications, or breach-notification requirements;
Client’s provision, transmission, or disclosure of protected health information to MU without the written agreements and safeguards required by Section 20.2;
Client’s failure to comply with HIPAA or other applicable health-information requirements;
An accessibility or disability-discrimination claim arising from Client-provided content, Client instructions, Client modifications, Client-selected third-party technology, Client’s business operations, or services for which MU did not expressly accept compliance responsibility;
Client’s failure to maintain accessibility after MU’s work is completed;
Commercial email, telephone, text-message, or advertising campaigns using contact information provided or approved by Client;
Bodily injury, property damage, or other harm caused by a product or service offered, sold, or distributed by Client;
Client’s unauthorized alteration, misuse, or distribution of MU’s services or deliverables; or
Client’s material breach of this Agreement or an applicable Scope of Work.
20.6 Exclusions
Client will not be required to indemnify an Indemnified Party to the extent a claim is finally determined to have resulted from:
That Indemnified Party’s fraud, willful misconduct, or gross negligence;
MU’s material breach of this Agreement; or
MU’s failure to perform a specific compliance obligation that MU expressly accepted in an applicable Scope of Work, Business Associate Agreement, data-processing agreement, or other signed compliance addendum.
Nothing in this section requires indemnification for liability that cannot lawfully be indemnified.
20.7 Notice and Control of Defense
MU will provide Client with reasonably prompt written notice of a claim for which indemnification is sought. A delay in providing notice will relieve Client of its obligation only to the extent Client demonstrates that the delay materially prejudiced its ability to defend the claim.
Client may assume control of the defense using qualified counsel reasonably acceptable to MU. MU will provide reasonable cooperation at Client’s expense.
MU may participate in the defense using counsel of its choice at its own expense. If a material conflict of interest exists or Client fails to assume or diligently conduct the defense, MU may assume control of its defense, and Client will reimburse MU for reasonable defense costs to the extent the claim is covered by this section.
20.8 Settlement
Client may not settle a claim without MU’s prior written consent if the settlement:
Requires an admission of wrongdoing or liability by an Indemnified Party;
Imposes a payment, restriction, obligation, or nonmonetary remedy on an Indemnified Party;
Does not provide the applicable Indemnified Parties with a complete and unconditional release; or
Could reasonably harm MU’s reputation, rights, or ongoing business.
MU will not unreasonably withhold or delay consent to a settlement that fully releases the Indemnified Parties and imposes no payment, admission, restriction, or continuing obligation on them.
20.9 Survival
The obligations in this section will survive expiration or termination of this Agreement with respect to acts, omissions, materials, data, instructions, services, or circumstances occurring before the effective termination date.
21. NOTICE
Client agrees to keep MU informed of all current contact information for Client’s account. Changes in Client’s account information may be reported to MU by email or on MU’s website.
22. FORCE MAJEURE
Neither party will be liable for any delay or failure to perform its obligations under this Agreement, except for payment obligations already incurred, when the delay or failure results from circumstances beyond that party’s reasonable control, including natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, governmental action, labor disruptions, widespread utility or telecommunications failures, material failures of third-party platforms or service providers, epidemics, public-health emergencies, or cyberattacks not caused by that party’s negligence. The affected party will provide notice as reasonably practicable and make commercially reasonable efforts to reduce the delay and resume performance. If the force majeure event continues for more than 30 consecutive days and materially prevents performance, either party may terminate the affected services by written notice.
23. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
24. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
25. SEVERABILITY
If any term, clause or provision in this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
26. ASSIGNABILITY
This Agreement and the rights and obligations under the Agreement are personal with respect to MU and may not be assigned by any act without the prior written consent of MU. MU shall have the absolute, unfettered right to assign this Agreement to a successor in interest to MU or to the purchaser of any of the assets of MU.
27. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
28. MODIFICATIONS
No amendment, change, or modification of the Agreement shall be valid unless in writing, stating that it amends or modifies this Agreement, and is signed by all Parties hereto.