Terms in these Terms and Conditions shall have the meaning given to them here or in the Membership Proposal signed by you.
PURCHASE OF SERVICES
Marketing4ECPs agrees to sell advertising services for the indicated monthly fee under Client Approved Program (the “CAP”) outlined in your Membership Proposal and marked as “CAP” hereafter. Following acceptance of this Agreement by the Client, Marketing4ECPs will set up an onboarding call with the Client to activate the program.
Nothing in this Agreement shall be deemed to require Marketing4ECPs to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to the Client’s or Marketing4ECPs’ interests.
Further, the Client acknowledges that all products and services pricing are subject to change and that pricing may be increased on an annual basis. Marketing4ECPs shall provide the Client with a minimum of fourteen (14) days’ notice for same.
This Agreement will commence on the Commencement Date. This Agreement shall continue in full force and effect until terminated by the Client or Marketing4ECPs in accordance with the Termination section below (“Agreement Term”).
During the Agreement Term, the Client may wish to assign additional products or services to Marketing4ECPs beyond the scope contemplated in the CAP herein. Marketing4ECPs agrees to accept such additional or extension of products and services, if applicable, only upon execution of a mutually agreed-upon revised CAP.
The Client acknowledges and represents that it will respect stipulated product fulfillment timelines and provide Marketing4ECPs all information as may be requested and reasonably required to launch the CAP, on or before the specified timeline provided.
Should the Client not provide all requisite information or fail to respect stipulated product fulfillment timelines, then billing during this time shall continue by Marketing4ECPs.
The Client further acknowledges and agrees that Marketing4ECPs will not be responsible nor liable for any delays in products or services provided as contemplated in this Agreement arising from the Client’s failure to provide requisite information within the specified timeline herein.
The Client agrees to pay Marketing4ECPs’ invoice on the specified payment schedule by credit card. An interest rate of 19.8% per annum, compounded monthly, applies to any outstanding balance. Notwithstanding the foregoing, should the outstanding balance not be paid in full within fourteen (14) days of receiving notice, it will constitute a material breach of this Agreement and Marketing4ECPs reserves the right to terminate this Agreement in accordance with the Termination section below and shall be entitled to seek further equitable relief, including but not limited to pursuing legal recourse, if necessary.
Marketing4ECPs may unilaterally terminate this Agreement prior to the expiry of the Agreement Term by giving twenty-four (24) hours written notice to the Client upon the occurrence of any of the following events:
- Commission of a material breach of this Agreement by the Client, which breach is not rectified within fourteen (14) days of receipt of written notice of such breach. Without limiting the generality of the foregoing, non-payment or partial payment by the Client contrary to the agreed payment schedule shall constitute a material breach;
- Voluntary or involuntary cessation of business by the Client by way of bankruptcy or otherwise; or
- Reproduction, by the Client, of either a portion of or in its entirety any service created by Marketing4ECPs in any other media without Marketing4ECPs’ explicit consent.
Should Marketing4ECPs terminate the Agreement as outlined above, the Client shall immediately pay Marketing4ECPs for all services rendered and work performed up to the effective date of termination. Additionally, fees, charges, and expenses relating to the remainder of the Agreement Term shall become immediately due and payable by the Client to Marketing4ECPs. Marketing4ECPs shall be entitled to seek further equitable relief, if required.
Marketing 4ECPs may also terminate this Agreement at any time for convenience upon providing the Client with fourteen (days) notice.
By the Client
The Client can terminate this Agreement after the applicable Minimum Term by providing 30 days written notice either by physical or electronic medium to Marketing4ECPs. The Minimum Term for different products and services is as follows:
- For Websites, the Minimum Term is 24 months term from the Commencement Date set out in the CAP.
- For Enhanced Services, the Minimum Term 90 days from the Commencement Date set out in the CAP or from the start date set out in the Client’s invoice (as applicable).
At this stage, the client will begin the offboarding process with design and content files being packaged into a zip folder and delivered to the client.
If the Client terminates this Agreement prior to the Minimum Term, the Client shall immediately pay Marketing4ECPs for the amount listed in the Investment Column of “CAP” of the product or service multiplied by the number of months remaining in the duration column of the “CAP” calculated from the Commencement Date (or the corresponding amount for any Enhanced Services). The Client shall be entitled to seek further equitable relief, if required.
Both the Client and Marketing4ECPs agree to hold each other’s Proprietary or Confidential Information in strict confidence. Subject to provisions to the contrary in this Agreement, “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, records, computer retained information, social media access and authorization information, notes, and financial information.
Proprietary or Confidential Information shall not include any information which:
- is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party;
- was previously known to the receiving party or rightly received by the receiving party from a third-party;
- is independently developed by the receiving party; or
- is subject to disclosure under court order or other lawful process.
Both the Client and Marketing4ECPs agree not to make each other’s Proprietary or Confidential Information available in any form to any third-party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement without the other’s explicit consent. For example, access to the Client’s social media accounts by Marketing4ECPs, its subsidiaries, affiliated companies, respective employees, subcontractors or agents shall only be performed for the purposes of rendering services as stipulated in the CAP agreed herein. The Client’s and Marketing4ECPs’ respective Proprietary or Confidential Information shall remain the sole and exclusive property of that particular party.
The Client and Marketing4ECPs agree that the use or disclosure by the other for purposes other than as provided herein shall constitute a material breach of this Agreement and the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Client and Marketing4ECPs acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect after the termination or expiration of this Agreement.
Within ten (10) days after the termination or expiration of this Agreement, the Client and Marketing4ECPs shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in their respective possession, including packaging of all paid for assets delivered, or, with the written consent of the other, destroy all such Proprietary or Confidential Information.
TRADEMARKS AND INTELLECTUAL PROPERTY
The Client acknowledges that it is not authorized to use Marketing4ECPs’ name or any of its trademarks without the prior written consent of Marketing4ECPs The Client also acknowledges that Marketing4ECPs owns the intellectual property rights related to all advertising services. The Client undertakes not to reproduce the same without Marketing4ECPs’ prior written consent.
Should the Client adhere to all the terms and conditions of this Agreement, then upon termination of this Agreement, the Client may obtain all transferable intellectual property associated with their graphics and content. All other items shall remain the intellectual property of Marketing4ECPs
The Client acknowledges and agrees that Marketing4ECPs may aggregate, display and publish third-party content related to the Client, as well as publish the Client’s content to third-party partners of Marketing4ECPs Further, the Client acknowledges and agrees that Marketing4ECPs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third-party content or the publishing of the Client’s content to third-party partners. The Client releases and saves harmless Marketing4ECPs from all liability with respect to third-party content or the publishing of the Client’s content to third-party partners.
THE CLIENT’S WARRANTY
The Client warrants that it is authorized to publish the digital advertising. The Client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the Client’s activities. The Client further warrants that it holds all the rights to use the trademarks or trade names included in digital advertisements and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property, privacy, or electronic communications.
NO WARRANTY OF SUCCESS FOR CLIENT
The Client acknowledges that, in order to promote products and services, Marketing4ECPs may convey data, including statistics, estimates of performance, which illustrate the results obtained by certain Marketing4ECPs clients, or average results obtained by certain groups of Marketing4ECPs clients. Marketing4ECPs declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible sources. The Client also acknowledges that such data is conveyed solely for informational purposes, that Marketing4ECPs does not conduct any analysis regarding the Client’s business and that consequently, the results obtained by the Client may vary considerably from client to client.
LIMITATION AND EXCLUSIONS
The Client acknowledges that Marketing4ECPs provides a very large number of advertising services and that errors may thus occur. Marketing4ECPs cannot provide services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the Client also acknowledges that such a limitation of liability clause is a material basis of this Agreement, that such a limitation of liability constitutes an essential consideration of Marketing4ECPs’ undertaking to offer the CAP for the charges agreed upon.
In event of any error or omission in advertising services, Marketing4ECPs’ liability will be limited to the sum of the charges actually paid pursuant to this Agreement for the services at issue. The Client acknowledges that the present limitation of liability equally applies to the third-party vendors of Marketing4ECPs, if applicable. The Client must notify Marketing4ECPs of any errors or omissions within thirty (30) days of Marketing4ECPs having provided the service(s). Should the Client not notify Marketing4ECPs within said notice period, the Client shall forfeit any rights related to such errors or omissions.
LIMITATION OF LIABILITY
Marketing4ECPs makes no representations or warranties of any kind, whether expressed or implied, including any implied warranty of merchantability, fitness, condition, design or operation, including for a particular use, of the services. The services are offered on an AS IS basis. The Client’s exclusive remedy for any claim arising under this Agreement or for any error or omission in the services shall be for Marketing4ECPs to use commercially reasonable efforts to cure the breach at its expense and failing that, Marketing4ECPs’ liability will be limited to the sum of the fees actually paid pursuant to this Agreement during the last twelve (12) months. Marketing4ECPs shall not in any event be liable to the Client for third-party damages or claims; or for special, punitive or indirect damages.
The Client will indemnify, defend, and hold harmless Marketing4ECPs, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each a “Marketing4ECPs Indemnitee”) from and against any and all loss incurred by a Marketing4ECPs Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each a “Claim”) made or brought against any Marketing4ECPs Indemnitee with respect to any advertising, branding, research or other products or services which Marketing4ECPs prepared or performed for the Client hereunder to the extent that such Claim relates to an act or omission of the Client or its representatives including, without limitation:
- the inaccuracy of any information supplied by the Client or its agents to Marketing4ECPs including, without limitation, information concerning the Client’s products and services, the products or services of the Client’s competitors or the Client’s product or service category;
- the non-compliance with any applicable laws by Client or its representatives;
- the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by the Client or its agents to Marketing4ECPs to be included in any materials or media placements;
- the use of any materials or data provided or created by Marketing4ECPs and changed by the Client or its agents or used in a manner different from that agreed by the parties;
- risks or restrictions known by the Client where the Client nonetheless elected to proceed;
- death, personal injury, or product liability (including health and safety) claims or actions arising from the use of the Client’s products and services;
- the unauthorized or improper use of materials or the marks by the Client, the Client’s designees, licensees, distributors, franchisees or the Client’s affiliates;
- claims brought by the Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom the Client has a contractual or supplier relationship;
- allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right;
- any material breach of the terms of this Agreement by, or any act of omission of, the Client or its agents or employees relating to media commitments made by Marketing4ECPs pursuant to the Client’s approval as provided for herein; and
- the negligence, gross negligence, bad faith, or intentional or willful misconduct of the Client or its employees, agents or the Client affiliates.
MODIFICATIONS TO AGREEMENT
The Client acknowledges that Marketing4ECPs may, from time to time, update these Terms and Conditions and products and services offered. Marketing4ECPs may modify this Agreement and services, at its sole discretion, by posting an updated version of these Terms and Conditions. Client’s continued use of the products and services constitutes an agreement to the Terms and Conditions then in force.
The Agreement may not be otherwise amended without the written Agreement of Marketing 4ECPs.
Marketing4ECPs may assign this Agreement or any of its obligations and any payment due under it to an affiliate or third-party vendor without prior written consent from the Client.
The Client may not assign this Agreement without prior written consent from Marketing4ECPs; however, Marketing4ECPs shall not unreasonably withhold consent.
DISPUTES AND GOVERNING LAW
This Agreement is governed by the laws of Alberta, Canada and the parties attorn to the exclusive jurisdiction of the courts of Alberta, Canada to resolve any disputes pursuant to this Agreement. Should any disputes arise between the parties, they shall reasonably cooperate and work together to resolve such dispute for 30 days from notice of the dispute. If the dispute remains unresolved during that time, the parties may pursue legal action.
Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated.
The failure of Marketing4ECPs to seek redress for violation of or to insist upon the strict performance of any term, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
PARAGRAPH HEADINGS AND CAPTIONS.
Paragraph headings and captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.
Neither the Client nor Marketing4ECPs shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, pandemic or fire; but due diligence shall be used in curing such cause and in resuming performance.
This Agreement and the Schedules attached hereto constitute the entire agreement between the Client and Marketing4ECPs relating to the subject matter hereof and supersedes any prior agreement or understandings between them.
Our Website Designs
Our essential websites are perfect for new start-ups and small practices. If you are ready to create – or upgrade – your online presence and want to get started right away, our essential website is for you.
Our essential+ sites are a step up from our essential sites. You’ll get all the ease and speed of our essential sites, but with 5 extra pages of custom content to tell your patients about your specialty or area of focus.
Our premium sites are custom websites with 20-25 pages of custom medical content, SEO performance monitoring and custom design.
Custom sites are completely custom sites, and are available only by request.
If you have multiple locations or require multiple websites, our Enterprise option is built for you.
Discover Our Website Solutions
What We Can Do For You
We’ll work with you to build a customized plan that respects your budget, represents your unique practice, and achieves your objectives.
Search Engine Optimization
Dry Eye Marketing
Medical Niche Marketing
Our Lumenis Partnership
We understand that specializing in a niche service can help elevate your practice – and how it is crucial for your patients to understand what you offer.
Marketing4ECPs’ partnership with Lumenis was developed to support its clients with innovative marketing solutions. We support the marketing behind the OptiLight system, helping practices drive awareness to this specialized treatment and make the most of promoting their investment.
What Industry Leaders Are Saying
Our work speaks for itself, but don’t just listen to us. See what industry leaders have to say!
Why would you do this yourself? The team at Marketing4ECPs is great, and they make all of my marketing look incredible. I love how they incorporated the art around my community into my website.
Dr. Justin Bazan
Park Slope Eye
Thank you to the awesome team @marketing4ecps for making my vision a reality and creating a gorgeous website!
Dr. Mei Fleming
Luminance Vision Optometry
I love my website, and the team at Marketing4ECPs worked alongside me to bring to my vision to life.
Dr. Tanya Gill
Oakland Vision Centre Optometry
We’re super happy and impressed with Marketing4ECPs. The work they create for us is better than anything we could create ourselves.
Dr. Jeff Goodhew & Dr. Tina Goodhew
Abbey Eye Care, Oakville, Ontario
I can’t say enough good things about M4ECPs and what a pleasure it was to work with their team. They genuinely listened to the vision and feel I wanted to create for my practice and their level of detail was exceptional. They were able to bring my vision to life in website format and I cannot recommend them enough!
Dr. Blythe McPherson
Eyes On Westlake