Updated 1-2-2020

Welcome to Ellington Digital, a dba of Ellington Marketing Solutions, Inc.! We are excited to work with you to successfully market your business.

By using our Services, you are agreeing to these terms. Please read them carefully.

Ellington Marketing Solutions Inc., and Ellington Digital will provide access to services and/or programs (collectively, hereinafter referred to as “Services”) subject to Client’s acceptance of and compliance with these Terms and enrolling through submission of a signed Contract Agreement (hereinafter referred to as “Agreement”) and adhering to the parameters outlined in said Agreement.

General Terms

Ellington Marketing Solutions Inc., and Ellington Digital may provide Client with one or more of the following Services or programs depending on the package that Client selects: social media marketing, social media management, content writing, website design and development, customer relationship management design and development, landing page design and development, search engine marketing, search engine optimization, email marketing, demographics research, market research, website maintenance and support, analytics and reporting, brand management, press releases, media pitching, blog writing and editing, ghostwritten articles and editing, digital ad management, video production and editing, or other services not listed herein.

Unless explicitly stated otherwise, any new feature that augments or enhances the services shall be considered to be part of the services. Ellington Marketing Solutions, Inc. and Ellington Digital reserves the right to modify, suspend or cancel services offered (or any part thereof), at any time, without notice. Client expressly agrees that Client, or any related third party, shall not hold Ellington Marketing Solutions, Inc., Ellington Digital or its suppliers liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.

Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

This Agreement is not assignable, transferable or sub-licensable by the Client except with Ellington Marketing Solutions, Inc.’s prior written consent. Ellington Marketing Solutions, Inc. may transfer and assign any of its rights and obligations under this Agreement without consent.

Ellington Marketing Solutions, Inc. and Ellington Digital reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the its web site.

The Client is responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute the client’s consent to such changes. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Client does not have any authority of any kind to bind Ellington Marketing Solutions, Inc. and/ or Ellington Digital in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of law’s provisions.

Payment

Client agrees to pay Ellington Marketing Solutions, Inc. / Ellington Digital the service fee, for any Service Client enrolls in, pursuant to the terms of the Agreement, including, without limitation, all applicable taxes, if any, in accordance with the billing terms in effect at the time the service fee becomes payable.

Client expressly understands, acknowledges and hereby authorizes Ellington Marketing Solutions, Inc. and/ or Ellington Digital automatically charge Client’s credit card or debit Client’s bank account once a month, unless they have opted to pay by check.

If Ellington Marketing Solutions, Inc. and/ or Ellington Digital is unable to process service fees to Client’s credit card, successfully complete a bank draft, or transfer said fees in acceptable alternative manner, Ellington Marketing Solutions, Inc. and/ or Ellington Digital may in its discretion charge a late fee of 1.5% of the amount due interest per month (or the maximum amount permitted by law, whichever is more) from the date such payments were originally due. Ellington Marketing Solutions also reserves the right to pursue alternative means of payment up to and including debt collection services and customer shall be liable for all collection costs, including without limitation, attorneys’ fees. Ellington Marketing Solutions reserves the right to charge a service fee per account up to but not limited to $250 for non-payment or charge backs, and up to and $100 per incident for insufficient funds, or as is allowed by law.

Cancellation Policy

If for any reason, Client is not entirely satisfied with the Program(s), Client may cancel the Services as per the written agreement in their contract.

Depending on the prevailing laws, on a state by state basis, Agreements will automatically renew.

Upon processing of final payment and termination of Agreement, no further charges will be assessed to Client’s account from the verified date of cancellation forward. No refunds shall be made for any reason; it is Client’s responsibility to proactively cancel the Services if, at any time, Client wishes to discontinue service. All amounts owed for services rendered prior to the verified cancellation date must be paid in full. There will be no prorating for partial months throughout the Agreement.

Due to account security and privacy concerns, all billing related questions and cancellation requests MUST be made in writing or via email by the original authorizing party. For security and training purposes, all calls inbound and outbound through Ellington Marketing Solutions, Inc. and/ or Ellington Digital corporate offices are digitally recorded.

Payment Collection Policy

As Ellington Marketing Solutions, Inc. and/ or Ellington Digital provides a bill-through service for sponsored listings, the company takes a significant credit risk for each and every Client. Therefore, Client is responsible to maintain an active and valid payment method on file at all times. If for any reason, Client’s payment method is not available, Ellington Marketing Solutions reserves the right to immediately and temporarily turn off the web site, digital ads, sponsored listings and ongoing or then current production, reporting, or support Services being provided to Client account.

If the payment is not received, Ellington Marketing Solutions, Inc. and/ or Ellington Digital reserves the right to terminate the Agreement in full and retain ownership of the web site, or other Services rendered or provided, until such time the account has been paid in full. All terminations will result in an escalation of all fees owed under the Agreement, including if Client Services are terminated for failing to maintain payments in accordance with the terms of the Agreement. It is strongly recommended that Clients maintain multiple forms of payment on file to prevent problems with payment receipt.

Representations and Warranties

Client represents, warrants and covenants that (i) Client has sufficient authority to enter into the Agreement; (ii) Client is a business, not a consumer, and that Client’s use of Ellington Marketing Solutions, Inc. and/ or Ellington Digital Services is solely for lawful commercial and business purposes; (iii) Client has the necessary rights to provide all information provided under the Agreement for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and any web site to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or Ellington Marketing Solutions, Inc. and/ or Ellington Digital policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Agreement and Terms and Conditions; and (iv) comply with all laws regarding unsolicited electronic messages (including without limitation, the CAN-SPAM Act of 2003 and Client will not engage in any form of spamming or other impermissible marketing activities through any Ellington Marketing Solutions, Inc. and/ or Ellington Digital Services provided.

Security

Any passwords used for Services provided by Ellington Marketing Solutions, Inc. and/ or Ellington Digital, are for individual use only. Client will be responsible for the security of Client’s password (if assigned).

Ellington Marketing Solutions, Inc. and/ or Ellington Digital will be entitled to monitor Client’s password and, at its discretion, require Client to change it. If Client uses a password that Ellington Marketing Solutions, Inc. and/ or Ellington Digital considers insecure, Ellington Marketing Solutions, Inc. and/ or Ellington Digital will be entitled to require the password to be changed and/or terminate Client’s account. Client will notify Ellington Marketing Solutions, Inc. and/ or Ellington Digital immediately if Client believes that the security of Client’s account has been compromised. Ellington Marketing Solutions, Inc. and/ or Ellington Digital AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES.

Client is prohibited from using any Services provided by Ellington Marketing Solutions, Inc. and/ or Ellington Digital to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited.

If Client becomes involved in any violation of system security, Ellington Marketing Solutions, Inc. and/ or Ellington Digital reserves the right to release Client’s details to system administrators at other sites in order to assist them in resolving security incidents. Ellington Marketing Solutions, Inc. and/ or Ellington Digital reserves the right to investigate detected violations of these Terms and Conditions. Ellington Marketing Solutions, Inc. and/ or Ellington Digital reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Ellington Marketing Solutions, Inc. and/ or Ellington Digital to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms and Conditions.

BY ACCEPTING THIS AGREEMENT CLIENT WAIVES AND HOLD HARMLESS Ellington Marketing Solutions, Inc. and/ or Ellington Digital FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY Ellington Marketing Solutions, Inc. and/ or Ellington Digital DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER Ellington Marketing Solutions, Inc. and/ or Ellington Digital OR LAW ENFORCEMENT AUTHORITIES.

Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of Client’s use of the Services, including, without limitation, Ellington Marketing Solutions, Inc. and/ or Ellington Digital programs, Services and access to Ellington Marketing Solutions, Inc. and/ or Ellington Digital employees or resources.

Client indicates Client’s acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Terms and Conditions by signing the digital signature through the online enrollment, or by faxing their signature acceptance. This action creates an electronic signature that has the same legal force and effect as a handwritten signature (“Acceptance”).

Acceptance indicates the Client accepts the Agreement, including without limitation the Services being offered, agrees to the Terms and Conditions, and agrees that all other verbal discussions or agreements are void and unenforceable. Acceptance indicates the Client also consents to have the Agreement provided and stored in electronic form. Client may request a non-electronic copy of the Agreement either before or after Acceptance. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Service Agreements, Ellington Marketing Solutions, Inc. and/ or Ellington Digital , 2351 Sunset Blvd. Ste. 170, #259, Rocklin, CA 95765.

Indemnification

Client will indemnify and hold Ellington Marketing Solutions, Inc. and/ or Ellington Digital , its subsidiaries, affiliates, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms and Conditions or the applicable Agreement by Client, including any use of content and third-party content developed by Ellington Marketing Solutions, Inc. and/ or Ellington Digital other than as expressly authorized in these Terms and Conditions. Client agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and Client agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. Client will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Client’s use of the information accessed through Ellington Marketing Solutions, Inc. and/ or Ellington Digital Services.

Trademarks

Client represents that any service marks, logos, images, videos or trademarks submitted to Ellington Marketing Solutions, Inc. and/ or Ellington Digital are owned or licensed legally by Client for said use on or with Services provided by Ellington Marketing Solutions, Inc. and/ or Ellington Digital.

Force Majeure

Ellington Marketing Solutions, Inc. and/ or Ellington Digital shall not be liable or deemed to be in default under this Agreement for any delay or failure to perform resulting from (a) accidents, fire, labor disputes, epidemics, war, terrorist acts, riots, insurrections, power blackouts, acts of nature or causes beyond its reasonable control without its fault or negligence, (b) acts or omissions of the other Party or of a third Party (other than the non-performing Party’s own agents or contractors), or (c) compliance with any law, regulation, ruling, order or requirement of any federal, state or municipal government or agency or court of competent jurisdiction (a ‘Force Majeure Condition’).

Limitations of Liability

CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT Ellington Marketing Solutions, Inc. and/ or Ellington Digital AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Ellington Marketing Solutions, Inc. and/ or Ellington Digital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.