ConversionFormula

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Terms & Conditions

Terms & Conditions

LICENSE TERMS & CONDITIONS

THESE LICENSE TERMS AND CONDITIONS (“Terms”) constitute a legally binding Terms made between you, whether personally or on behalf of an entity (“Client) and The Wells Partners, LLC, an Arizona limited liability company dba ConversionFormula (“Conversion”). These Terms are made effective as of the date Client accepts Terms (the “Effective Date”).

RECITALS

WHEREAS Conversion has developed the digital marketing product or products set forth on Exhibit “A” attached hereto (collectively, the “Product”);

WHEREAS Conversion owns all intellectual property rights in and related to the Product (collectively the “Conversion IP”);

WHEREAS the Conversion IP includes, but is not limited to, Products, all filings, trademarks, servicemarks, designs, logos, copyrights, patents, and other intellectual property rights associated with, related to, derivative of, or based upon, any of the Products.

WHEREAS Conversion desires to grant Client, and Client desires to accept, a license to use the Product for digital marketing services through Client’s internet-based platforms (the “Client Platforms”) as more fully set forth herein. 

NOW, THEREFORE, for good and valuable consideration consisting of the mutual covenants and Terms herein contained, the Parties agree as follows:

TERMS

1. Grant of License.  Conversion grants to Client, subject to the Terms and conditions hereinafter contained, a revocable license to utilize the Product for digital marketing services through Client Platforms (the “License”). Conversion may grant a License applicable to all, none, or any combination of Conversion Product

2. Term.  The License is effective as of the Effective Date and continues on a monthly recurring basis, renewing every month on the same Effective Date, unless earlier terminated according to the Terms.

3. Payment for License.  Client will pay Conversion for the License as set forth on Exhibit “B” attached hereto.

4. Royalty Payments.  No royalty payments are due under the License.

5. Indemnification and Protections.

A. Client will assist Conversion to protect Conversion’s rights to the Product and the Conversion IP.  Client is not entitled to share in any proceeds received by Conversion (by settlement or otherwise) in connection with any formal or informal action brought by Conversion to protect the Conversion IP.

B. Client will fully indemnify, defend, and hold Conversion harmless from any claims, suits, damages, and costs (including attorneys’ fees and expenses) arising out of: (i) any unauthorized use of or infringement of any intellectual property right in connection with the use of the Product or Conversion IP not authorized by these Terms; (ii) the breach by Client of these Terms; (iii) any claimed injury arising out of use of the Product or Conversion IP by Client; and (iv) any claim arising out of or pertaining to the operation of the Client Platforms.  This indemnification survives the expiration or termination of these Terms.

6. Trademark Notices and Registrations.  All Client uses of the Conversion IP must include any notice designations legally required or useful for enforcement of intellectual property rights (e.g., “®” or “TM”).

7. Enforcement.  Client must take all necessary steps to ensure the enforceability of the License under the laws of the United States of America.

8.Quality Control.  Client must maintain all services associated with the Product and the Conversion IP, and all related materials and/or goods, at a high-quality standard reasonably acceptable to Conversion.  Conversion may terminate the License if Client does not maintain services associated with the Product and/or Conversion IP on the Client Platforms, and all related materials and/or goods, at a high-quality standard reasonably acceptable to Conversion. Conversion has the right to inspect any services, materials, and/or goods associated with the Product and Conversion IP and covered by these Terms at any time during Client’s regular business hours to ensure that they are maintained at a high-quality standard reasonably acceptable to Conversion.  To the extent Conversion determines at any time, in its reasonable discretion, any services associated with the Product and/or Conversion IP on the Client Platforms, or any related materials and/or goods are not being maintained at a high quality standard (a “Default”), Conversion may provide written notice of the same to Client (a “Default Notice”).  If Client does not fully cure a Default within seven (7) days of the date of a Default Notice, then Conversion may terminate this License upon delivery of written notice of termination to Client.

9. Transfer.  Client may not assign, sell, sublicense, or transfer in any other manner, this License without the prior written consent of Conversion, which consent may be withheld by Conversion in its sole and absolute discretion.  Except as specifically set forth below, any attempted transfer without Conversion’s prior written consent is a breach of the License and void.

10. Goodwill.  The publicity and goodwill associated with the Product and Conversion IP has great value and Client acknowledges that such goodwill belongs exclusively to Conversion.  Client acknowledges that the Conversion IP owned by Conversion has acquired secondary meaning in the minds of the purchasing public.

11. Specific Undertakings of Client.  During the term of the License, Client will not:

A. Acquire any rights in the Product or Conversion IP as a result of its use of the Product – all use of the Product and Conversion IP will inure to Conversion’s benefit;

B. Directly or indirectly attack Conversion’s rights to the Conversion IP;

C. Attack the validity of the License, or use the Product or Conversion IP in any manner other than as licensed hereunder; or

D. Disclose any confidential, private, restricted or other nonpublic information concerning Conversion which it may become privy to during the term of these Terms.

12. Revocation.  The occurrence of any one or more of the following events will serve to immediately terminate the License:

A. A governmental agency or court of competent jurisdiction determines or declares a Client service, material, or good using the Conversion IP fails to comply with a law or regulation;

B. Client attempts to transfer the License without Conversion’s prior written consent;

C. Client utilizes the Product or Conversion IP in any manner not directly related to the Client Platforms; or

D. Client: (1) makes any assignment of the Conversion IP for the benefit of creditors or under any bankruptcy law; (2) ceases to own and operate any Client Platforms; (3) files or has filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction; (3) has a receiver or trustee appointed for its business or property; or (4) is adjudicated bankrupt or insolvent.  In the event the License is terminated under this paragraph, neither Client nor its receivers, representatives, trustees, agents, administrators, successors, and/or assigns have any right to sell, transfer, hypothecate, license, acquire, exploit, or use the Product or Conversion IP.

13. Commitments. Some Product subscriptions have commitments where Conversion retains the right to charge Client for the agreed upon amount through the entirety of the Commitment period, regardless of whether Client cancels the service at any point. Commitments are outlined below.

A. Local SEO (all Local SEO packages) – 3 Month Commitment

a. Conversion requires a 3 Month Commitment for all Local SEO packages because it is nearly impossible to see meaningful traffic/lead improvements from Local SEO services                     sooner than 3 months. It’s certainly possible to see results quicker, but most clients will being to see improvements starting around the 3 month period, and it beings to                               continually skyrocket after that. In order for Conversion to make meaningful assessments of Client data, we need at least a couple-month time period of data to analyze and                 make strategy adjustments accordingly.

B. Website Development & Hosting – 12 Month Commitment

a. Due to the extremely inexpensive nature of our Website Development & Hosting service, Conversion requires a 12 month commitment to ensure that this service model stays                   profitable considering Conversion utilizes expensive world-class Website Development & Hosting platforms to best serve Clients.

14. Cancellation & Refunds. Client may cancel Product subscription at any time by contacting Conversion using the contact information provided below, or by using the links provided on the Conversion website at https://theconversionformula.com.

A. In the event that Client cancels Conversion services, this immediately constitutes License termination. However, if Client purchased a Product subscription that requires a                          Commitment as outlined in #13, Conversion retains the right to continue charging Client throughout the remainder of the Commitment period, while still terminating all services in        accordance to Client’s request to cancel. 

B. To ensure services are discontinued before Client’s next billing date, Client must cancel at least 3 business days before their next billing date.

C. In the event of Product cancellation, either by Client, Conversion, or any other Terms listed, Client agrees to immediately relinquish all usage of Conversion IP included in the Product. This includes but is not limited to, SAAS (Conversion Tools, Ralience), Email Sequences, SMS Sequences.

D. Conversion cancellation contact information: cancellation@theconversionformula, 888-365-1370

E. If Client chooses to only cancel some Products and keep other Products that have already been subscribed to, their monthly billing will be updated to decrease in direct correlation with the current price of the Products that were cancelled.

F. Due to the unpredictable nature of Search Engine Optimization (SEO), no refunds for any past or future charges will be given. Conversion reserves the discretion to issue refunds on a case by case basis.

G. If Client chooses to pay for Conversion services via the “Yearly” payment option, Client is agreeing to submit payment once for an entire year’s worth of services upfront and forfeits the right to receive a refund for any remaining credited amount if Client cancels Conversion services before a full year has passed.

H. If a refund is given, only the full amount received by Conversion can be refunded – which does not include any payment processing fees by Stripe or other payment processers.

I. Local SEO

a. In the event of Local SEO service cancellation, Conversion reserves the right to delete/remove/alter any of the including but not limited to: Website optimization, Listings, GBP                   Optimization, etc.

J. SAAS (Conversion Tools & Ralience)

a. In the event of SAAS service cancellation, Conversion reserves the right to delete/remove/alter the provided Conversion Tools & Ralience account. Upon cancellation, the                           Conversion Tools will be disabled and will no longer be active. Upon cancellation, Client will immediately be revoked access to Ralience and a list of contacts will be sent to Client           within 3 business days. No other information from Ralience will be sent to Client.

K. Call Center (RAM Team)

a. In the event of SAAS service cancellation, Conversion reserves the right to disable all tracking numbers used by the Call Center immediately, which will make those phone                         numbers unusable. Conversion is not responsible for replacing the tracking numbers with Client’s original phone numbers, this responsibility falls on the Client.

15. Right to Change. Conversion possesses the right to change any aspect of the Product at any time without notifying Client to account for rapid changes in digital marketing tactics and requirements.

A. Conversion’s right to change applies to, but is not limited to, Product description, execution method, timing, and price (price must be agreed upon by both Client and Conversion).

16. Website Development & Hosting Service. The Website Development & Hosting Service (“Website”), as part of Conversion Product and Conversion IP, is a semi-custom website template & hosting service specially designed and SEO Optimized for senior living communities. In subscribing to this service, Client agrees to and understands the following.

A. This Website is semi-custom. Conversion builds the Website using a unique, optimized, custom template for senior living communities. Conversion reserves discretion for the amount and level of customization completed. Typically, Conversion will customize branding (colors, logos, community name), on-site SEO (Meta Descriptions, Titles, H Tags, Alt Tags), contact info (phone, email address), and Client content if provided

B. Since the Website is semi-custom, Conversion is not required to make any edits to the Website on Client’s behalf. Conversion retains discretion on if edits will be made when requested by Client

C. The content included in the Website is not unique to Client, and may be used on other Websites created by Conversion. This content is professionally written and SEO optimized. In order to deploy unique content on the Website, Conversion requires Client to provide Website content in its entirety.

D. Conversion may provide an ancillary service of content creation to Client if agreed upon by both Client and Conversion

E. Conversion reserves the right to decide how the Website will be hosted, and to change hosting platforms/methods at any time without notice to Client

F. Website is part of Conversion IP and may not be replicated without express permission from Conversion. Client retains ownership over the Website, but may not use the Website to create any other websites or digital assets. This includes but is not limited to the restriction of using the Website design, structure, style, or content

G. In the event of Product subscription cancellation, Conversion retains ownership of the Website. Conversion will no longer host the Website, resulting in the Website being inaccessible

H. Conversion may allow Client to retain ownership of the Website for an additional cost, at Conversion’s discretion

17. Ralience Phone Usage Rebilling. In order to utilize the phone capabilities (calls, SMS) within Ralience, Client agrees to be charged monthly in addition to the original Product subscription in direct correlation to the level of their usage.

A. The cost of Ralience Phone Usage Rebilling changes in accordance to the current price of phone numbers, SMSs, and phone calls. Due to this everchanging nature of the rebilling cost, the rebilling price and Payment shall be as set out on https://theconversionformula.com and shall be correct at the time of you placing the order.

B. These rebilling charges may appear in bundles of $10, which will go towards any SMS or Phone Calls made in Client’s Ralience account, at which time another $10 will be rebilled when those credits run out.

18. Waiver.  In further consideration for the granting of the License, Client waives all claims to and right in the Product or Conversion IP not specifically set forth herein, past, present, and future.  Client affirmatively acknowledges: (1) Conversion owns and has actual control of the Product and Conversion IP, and (2) the License is limited to use on Client Platforms.

19. Notices.  Unless otherwise expressly provided herein, any notice to be given under these Terms are sufficient if it is in writing and hand-delivered or delivered by certified or registered mail to the Party at the address set forth after the Party’s signature on these Terms.  All notices are deemed received three (3) days after the notice is sent as set forth above.  Either party may change their notice address by giving written notice of change of address to the other Party in the manner set forth in this Section.

20. No Partnership.  These Terms do not constitute and are not construed as constituting an agency, partnership, or joint venture relationship between Conversion and Client. Client has no right to bind or obligate Conversion in any manner whatsoever, and nothing contained in these Terms give any rights of any kind to any third-persons.

21. No Assignment of Rights; Reservation of Rights.  These Terms do not constitute and are not construed as an assignment of any right, title, and interest in and to the Conversion IP.  Conversion retains all right, title, and interest in and to the Product and Conversion IP.  Any and all rights not explicitly granted under these Terms are expressly reserved by Conversion.

22. Time is of the Essence. Time is of the essence for each and every term, condition, obligation, and provision hereof.

23. Mutual Representations and Warranties.  Each Party represents and warrants to each other as follows:

A. Each Party has received or had the opportunity to receive independent legal advice from attorneys of his, her, or its choice with respect to the advisability of entering into these Terms and understands that Galbut & Galbut, P.C., is the counsel for Consultant, and does not represent Client;

B. Except as expressly stated in these Terms, no Party has made any statement or representation to any other Party regarding any fact, which statement or representation is relied upon by any other Party in entering into these Terms. In connection with the execution of these Terms or the negotiating of the Terms provided for herein, no Party to these Terms has relied upon any statement, representation, or promise of any other Party not expressly contained herein;

C. these Terms are contractual and are the result of negotiation among the Parties;

D. these Terms have been duly and validly authorized, executed, and delivered by the Parties, and no other action is required for the valid and binding execution, delivery and performance of these Terms by the Parties.  No consents or waivers of or by any third party are necessary to permit the consummation by the Parties of the transactions contemplated pursuant to these Terms; and

E. these Terms have been carefully read by the Parties and the contents thereof are known and understood by the Parties. these Terms are signed freely by each Party, with the requisite power and authority to do so.

24. Waiver of Breach.  The waiver by either Party of due performance of, or compliance with, any provisions of these Terms do not operate and is not construed as a waiver of due performance or compliance by the other Party thereafter.

25. Severability.  In the event any provision of these Terms are held to be void, voidable, or unenforceable, the remaining provisions remain in full force and effect.

26. Attorneys’ Fees.  The prevailing Party in any litigation, arbitration, or other proceedings arising out of these Terms will be reimbursed by the other Party for all costs and expenses incurred in such proceedings, including reasonable attorneys’ fees.

27. Governing Law.  These Terms are governed by the laws of the State of Arizona.

28. Arbitration.  Any dispute, claim, or controversy that arises under or relates to these Terms and not able to be resolved by good faith negotiation must be submitted to binding arbitration and such arbitration will be governed by the Terms of Exhibit “C” attached hereto, except that Consultant may initiate an action in a court of competent jurisdiction to enforce or seek injunctive or equitable relief regarding the restrictive covenants set forth herein.

29. Entire Terms, Modification.  This document constitutes the entire Terms of the Parties relating to the subject matter hereof.  No waiver change or modification of any of the Terms hereof or extension or discharge of these Terms is binding on either Party unless in writing.  No amendment of these Terms is binding on either Party unless both Parties consent in writing.

30. Counterparts; Signatures.  These Terms may be executed in one or more counterparts, each of which when executed and delivered is an original, and all of which when executed constitute one and the same instrument. Any Party may deliver its signed or check marked counterpart of these Terms to the other Party by online submission, electronic mail, or facsimile transmission and such delivery will have the same force and effect as an original signature and is deemed made upon receipt of such electronic or facsimile transmission by the other Party.

IN WITNESS WHEREOF, the Parties have executed these Terms as of the day and year first above written.

 

 

EXHIBIT “A”

DESCRIPTION OF SERVICE(S) & LICENSE(S)

  • Local SEO – Foundation
  • Local SEO – Lite
  • Local SEO – Pro
  • SAAS (Conversion Tools & Ralience)
    • SmartChoices Tool
    • Cost Calculator
    • Lifestyle Assessment
  • Call Center (RAM Team)
  • Website Development & Hosting

 

EXHIBIT “B”

PAYMENT FOR LICENSE

Unless otherwise expressly set out to the contrary or in cases of obvious error, the price and Payment for all Products shall be as set out on https://theconversionformula.com and shall be correct at the time of you placing the order.

We shall use our reasonable endeavors to ensure that the Payment for the Products are accurate and correct at all times. Where there is a discrepancy between the actual Payment and the Payment advertised, we shall inform you of the actual Payment of the Product. If the Payment discrepancy arises after you have placed your order for the Product with us, you shall have the option of proceeding with our order in consideration for the actual Payment or to cancel your order with us.

 

 

EXHIBIT “C”

ARBITRATION PROCEDURES

  1. Scope.  Any Dispute (as defined below) is governed exclusively by the provisions of this Exhibit.  The provisions of this Exhibit do not preclude Conversion from seeking, or a court of competent jurisdiction from granting, a temporary restraining order, temporary injunction, or other equitable relief for any breach of: (i) any confidentiality covenant or restrictive covenant in the Terms; or (ii) any duty, obligation, covenant, representation, or warranty, the breach of which may cause irreparable harm or damage to Conversion. 
  2. Written Notice.  In the event there is a claim, controversy, dispute, or disagreements between or among any of the Parties arising out of or relating to the Terms (each, a “Dispute”), written notice of the Dispute must be sent to all the Parties pursuant to the notice provision in the Terms (a “Dispute Notice”).  The Dispute Notice must set forth the sending Party’s position regarding the Dispute and demanded course of action from the other Party.  The Parties must engage in good faith negotiation to attempt to resolve the Dispute.  In the event the Parties are unable to resolve the Dispute through negotiation within thirty (30) days after the Dispute Notice, the Parties must proceed to Arbitration as set forth below.
  3. Arbitrators.  The Parties will select an arbitrator of the Dispute as follows: Client will select one arbitrator; Conversion will select one arbitrator; and the two arbitrators so chosen will mutually select a third arbitrator.  Each arbitrator selected must be a lawyer or retired judge impartial, independent of all Parties, and experienced in the matters or actions similar to the Dispute.  The third arbitrator chosen will be the sole arbitrator to hear and decide all Disputes (the “Arbitrator”).  If either of the Parties fails to select an arbitrator within twenty (20) days after the end of the thirty (30) day negotiation period, the arbitrator selected by the other Party will be the Arbitrator.  If the Parties’ arbitrators fail to select a third arbitrator, then the American Arbitration Association will select the Arbitrator to hear the Dispute subject to this Exhibit. 
  4. Applicable Rules.

(a) Each arbitration hearing must be held at a place in Maricopa County, Arizona.  The arbitration must be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association to the extent such rules do not conflict with the provisions of this Exhibit.  The decision of the Arbitrator must be reduced to writing and is binding on the Parties.  Judgment upon the award(s) rendered by the Arbitrator may be entered and execution had in any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement.  The charges and expenses of the Arbitrator will be shared equally by the Parties. 

(b) The arbitration will commence within thirty (30) days after the Arbitrator is selected.  The Arbitrator may consider such matters as, in the opinions of the Arbitrator, are necessary or helpful to make a proper decision.  The Arbitrator may consult with disinterested third parties to advise the Arbitrator.  The Arbitrator may add any interest factor reflecting the time value of money to the amount of any award.  The Arbitrator may not award punitive damages.  The Arbitrator must issue a written opinion setting forth the finding of facts and the basis for the decision, including an identification of the prevailing party for the purpose of an award of attorneys’ fees and costs.

(c) As to the resolution of a Dispute, no lawsuit based on the Dispute may be instituted by any Party, other than to compel arbitration proceedings, enforce the award of the Arbitrator, or obtain injunctive or other equitable relief. 

(d) All privileges under state and federal law, including attorney-client and work-product privileges, will be preserved and protected to the same extent that such privileges would be protected in a federal court proceeding applying state law. 

(e) The Arbitrator may award expenses of the Arbitration and attorney’s fees of the parties as he, in his discretion, determines to be just.

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