Terms and Conditions

Introduction

Welcome to R Performance Marketing. These Terms and Conditions ("Terms") outline the rules and regulations for the use of our performance marketing services. By accessing and using our services, you agree to comply with and be bound by these Terms.

Core Services

R Performance Marketing provides a comprehensive suite of services designed to accelerate your business growth, anticipate market trends, and automate processes for efficiency. Our key offerings include:

• •Accelerate: Boosting your brand's visibility and performance through tailored digital advertising campaigns.
• •Anticipate: Leveraging data insights and trends to predict and prepare for market shifts.
• •Consulting: Providing expert guidance on marketing strategies and execution, including deep dive consulting sessions.
• •Marketing: Crafting and managing integrated marketing campaigns across multiple channels.
• •Web Design: Designing and developing user-friendly and engaging websites.
• •Automate: Implementing automated solutions to streamline your marketing and operational processes.

Consulting and Deep Dive Services

Our consulting services include strategic planning, marketing assessments, and comprehensive deep dive sessions designed to provide detailed analysis and actionable recommendations. Please note the following important policies:

Use of Artificial Intelligence

Our services are enhanced by advanced artificial intelligence (AI) technologies, which are used to provide data-driven insights and automation. However, it's important to note that:

• •AI is not infallible and can sometimes produce incorrect or incomplete information.
• •We employ a combination of AI and human expertise to ensure the accuracy and quality of our services.
• •Our team brings a wealth of experience in the industry, ensuring that AI is used to complement, not replace, human oversight and quality assurance.

Dependencies on Third-Party Platforms

Our performance marketing efforts often depend on the functionality and availability of third-party services such as Google, Facebook, and others. Please be aware that:

• •We are not responsible for any outages, issues, or errors that arise from these external platforms.
• •Performance can be impacted by the operational status of these platforms.
• •The performance and effectiveness of the services outlined are contingent upon the normal and uninterrupted functioning of various external platforms and conditions.
• •Performance issues will also depend on competition, market conditions, and current economic conditions.
• •Clients must provide prompt notice of any service issues, and response times will vary based on the level of service and the specific package or add-ons you have chosen.

Scope of Services and Third-Party Integrations

R Performance Marketing specializes in marketing automation, digital advertising, web design, and related marketing services as outlined in your service agreement. Our expertise and contractual obligations are strictly limited to the services for which you have engaged us.

Third-Party Software and Integrations

Our services may involve integration with or connection to third-party software, platforms, payment processors, APIs, or services that R Performance Marketing did not create, develop, or control. These include, but are not limited to: payment processors (e.g., Stripe, PayPal, Square), CRM systems, email service providers, analytics platforms, hosting providers, domain registrars, and any other external tools or services. R Performance Marketing is not liable for any issues, errors, outages, data loss, financial discrepancies, security breaches, or any other problems arising from third-party software or services. Clients must contact the respective third-party provider's support team directly for assistance with such matters.

Limitation to Contracted Services

R Performance Marketing's responsibilities and expertise are strictly limited to the specific services outlined in your service agreement. We are not an IT company, general technology support provider, or consultant for systems outside our contracted scope. Examples of services outside our scope include, but are not limited to:

• •Hardware troubleshooting (printers, computers, network equipment)
• •Payment processor disputes, chargebacks, or account issues
• •Third-party software configuration, billing, or technical support
• •Internal IT infrastructure, cybersecurity, or network administration
• •Accounting, bookkeeping, or financial software issues
• •Any technology or business systems not explicitly included in your service agreement

Informal Guidance and Courtesy Advice

From time to time, R Performance Marketing team members may provide informal guidance, suggestions, or general information regarding matters outside our contracted scope of services. Any such guidance is provided as a courtesy only and shall not be construed as professional advice, a warranty, or an extension of our service obligations. R Performance Marketing accepts no liability for any actions taken based on informal or courtesy advice. For matters outside our contracted services, Clients are strongly encouraged to consult with qualified professionals or specialists in the relevant field.

Right to Engage External Consultants

Clients are always free to engage external consultants, specialists, or third-party service providers to address matters outside the scope of R Performance Marketing's contracted services. We encourage Clients to seek appropriate professional assistance for specialized needs such as legal counsel, accounting services, IT infrastructure, cybersecurity, or any third-party software support that falls outside our marketing and web design expertise.

Performance Goals, KPIs, and Projections

When R Performance Marketing provides Key Performance Indicators (KPIs), performance goals, projections, or forecasts as part of our service engagement, these metrics are developed based on the current state of your business operations, product offerings, marketing assets, and other relevant factors at the time of assessment. The validity and achievability of any stated KPIs, goals, or projections are contingent upon the Client maintaining the operational conditions upon which such projections were based.

Client Modifications and KPI Validity

If the Client makes material changes to their business operations, product catalog, service offerings, pricing structure, website content, marketing assets, target audience, or any other factors that substantively affect marketing performance without prior written approval from R Performance Marketing, any KPIs, goals, projections, performance commitments, or forecasts previously provided shall be considered null and void. Material changes include, but are not limited to:

• •Removing, discontinuing, or substantially altering products or services
• •Changing pricing by more than 10%
• •Modifying target demographics or altering brand positioning
• •Making significant website or landing page changes
• •Any other modifications that R Performance Marketing reasonably determines would impact the basis upon which projections were calculated

Approval Process for Changes

R Performance Marketing acknowledges that Clients retain ultimate authority over their business decisions. If the Client wishes to make changes that may affect agreed-upon KPIs or projections, the following process applies:

• 1.Client notifies R Performance Marketing of the proposed change in writing
• 2.R Performance Marketing will assess the potential impact and provide a recommendation within a reasonable timeframe
• 3.If R Performance Marketing advises against the change and the Client proceeds anyway, existing KPIs and projections are voided and new projections may be provided based on the modified conditions
• 4.If R Performance Marketing approves the change, updated KPIs and projections will be provided as applicable

Directive Changes

In scenarios where the Client directs R Performance Marketing to implement changes that R Performance Marketing has not recommended or approved—including but not limited to campaign modifications, budget reallocations, creative changes, or strategic pivots—R Performance Marketing will comply with such directives as the Client's business remains under the Client's ultimate control. However, any KPIs, projections, goals, or performance commitments associated with the affected campaigns or strategies shall be immediately voided upon implementation of such directive changes. R Performance Marketing shall not be held liable for any failure to meet previously stated performance metrics resulting from Client-directed changes.

Review Services

We offer a comprehensive suite of review services designed to help manage and enhance your online reputation. These services include but are not limited to review monitoring, responding to reviews, and attempting to remove or mitigate the impact of negative reviews. Please note that:

• •We strive to maintain the integrity of reviews and do not support or condone the posting of fake reviews or any other forms of review manipulation.
• •Our review services are subject to RPM's terms of service and all applicable platform policies.
• •If a client is found to be engaging in unlawful or non-compliant activities as per Google's policies or other platform guidelines, R Performance Marketing holds the right to terminate the review service and seek payment for any remaining term of the service contract.

Rental and Ownership of Marketing Services

We offer our services on a rental lease basis as well as an ownership level. Please be aware of the following terms:

• •Rental Basis: Clients renting our services are considered performers and retain the usage rights necessary to perform marketing services, including the use of their brand name. Our proprietary products, such as our CRM software and AI technology, remain the property of R Performance Marketing.
• •Ownership Basis: Clients who opt for ownership retain full rights to their data and marketing materials, excluding our proprietary AI technology and any proprietary tools. Some services, such as web design, may involve third-party platforms like WordPress.
• •We are allowed to create case studies using client data, ensuring compliance with HIPAA and other relevant laws. Data usage will primarily confirm product effectiveness and stability.
• •Users and individuals' data remain exclusively owned by the client. We will contact the client only during the active contract period for service-related matters.

Subscription Plans

We offer flexible subscription plans to suit your business needs:

• •Month-to-Month Plan: A flexible plan with the ability to cancel with a 30-day notice.
• •6-Month Plan: A semi-annual commitment with automatic renewal unless notice is given at least 30 days before the end of the term.
• •1-Year Plan: An annual commitment with automatic renewal unless notice is given at least 30 days before the end of the term.

Cancellation and Notice Period

1. Month-to-Month Plan:

• •Clients on the month-to-month plan must provide a 30-day notice to cancel their service.
• •The service will continue until the end of the 30-day notice period.

2. 6-Month and 1-Year Plans:

• •Clients must provide a 30-day notice before the end of their current term to avoid automatic renewal.
• •If no notice is provided, the service will automatically renew for a minimum of 2 months (for the 6-month plan) or 3 months (for the 1-year plan).
• •Upon cancellation, clients must provide a reason for discontinuation. Acceptable reasons include but are not limited to: company going out of business, change in marketing strategy, financial constraints, or satisfaction with current results and no longer needing our services.

Transition and Service Termination

Upon receiving a cancellation notice:

• •We will work to ensure a smooth transition and closure of services.
• •All outstanding balances must be settled before the final termination of services.
• •We will provide you with all relevant data and reports generated during our engagement.

Response Times and Service Level Agreement (SLA)

Our Service Level Agreement (SLA) defines the guaranteed response times and support standards based on the service level included in your plan and any applicable add-on packages. We are committed to providing timely and efficient support to ensure your marketing operations run smoothly.

Response Time Standards

• •Standard Response Time: All clients receive standard monitoring and support with response times typically within 48 to 72 hours, depending on the service level specified in your plan. This includes acknowledgment of requests and initial assessment of issues.
• •Priority Response Time: Clients requiring faster resolutions or handling of critical issues may opt for a Priority Response package. This add-on provides expedited service with significantly reduced response times for urgent matters. Please reach out to learn more about expedited service options and pricing.

Point of Contact (POC) Policy

To maintain clear, efficient, and secure communication, we operate under a designated Point of Contact system for each account. This structured approach ensures streamlined service delivery and accountability. A Point of Contact is your designated representative who serves as the primary liaison between your organization and R Performance Marketing. The POC is authorized to:

• •Submit service requests and change orders
• •Approve campaign strategies and marketing initiatives
• •Receive performance reports and strategic recommendations
• •Make account-level decisions and authorizations
• •Communicate billing and contract matters

SLA Coverage and Response Time Guarantees

To ensure consistent service quality and accountability, guaranteed response times outlined in your SLA apply exclusively to communications from your designated Point of Contact or verified C-suite executive. Communications received from individuals outside of the approved Point of Contact are not covered under the guaranteed response time standards outlined in your plan. While we strive to assist all inquiries, maintaining this policy helps prevent delays, ensures accurate handling of requests, protects confidential information, and maintains clear accountability across all correspondence.

Adding Additional Points of Contact

We understand that larger organizations or complex projects may require multiple authorized contacts. Additional Points of Contact can be added to your account for an additional fee, subject to the following requirements:

• •Priority Response Package Required: Additional POCs must be enrolled in the Priority Response Time package to ensure our team can maintain the elevated service standards required for multi-contact accounts.
• •Additional Fee Structure: Each additional POC is subject to a monthly fee that covers the enhanced monitoring, coordination, and support required to manage multiple authorized contacts effectively.
• •Authorization Process: All additional POCs must be formally authorized in writing by the primary account holder or C-suite executive before they can receive SLA-guaranteed response times.

This structured approach ensures that every authorized contact receives the attention and responsiveness they deserve while maintaining the quality of service that R Performance Marketing is known for. To add additional Points of Contact to your account, please contact your account manager or reach out to our team at help@rperformancemarketing.com.

Client Responsibilities and Cooperation

The success of any marketing engagement depends on mutual cooperation between R Performance Marketing and the Client. The following responsibilities are essential for achieving agreed-upon goals and maintaining productive working relationships.

Point of Contact Requirements

The designated Point of Contact (POC) must possess the authority and capability to effectively represent the Client's interests and facilitate timely project execution. Specifically, the POC must:

• •Decision-Making Authority: Have the authority to approve strategies, campaigns, creative assets, budgets, and other project-related decisions without requiring extended internal approval chains that cause unreasonable delays
• •Availability: Be reasonably available during standard business hours and responsive to communications within the timeframes outlined below
• •Knowledge: Possess sufficient knowledge of the Client's business, products, services, and goals to provide meaningful input and approvals
• •Consistency: Provide consistent direction and avoid contradictory instructions that create confusion or require rework

Client Response Time Requirements

To ensure project momentum and timely execution of marketing initiatives, the Client agrees to respond to R Performance Marketing communications requiring action, approval, or input within the following timeframes:

• •Standard Requests: Responses to general inquiries, content approvals, and non-urgent matters within 5 business days
• •Time-Sensitive Requests: Responses to matters affecting active campaigns, scheduled launches, or items explicitly marked as time-sensitive within 48 hours
• •Critical/Urgent Requests: Responses to matters that could result in financial loss, compliance issues, or campaign failures within 24 hours

Consequences of Client Non-Responsiveness

If the Client or designated POC fails to respond to communications requiring action or approval:

• •After 10 Business Days: R Performance Marketing will send a formal notice that the project or affected work items are at risk of being placed on hold
• •After 15 Business Days: R Performance Marketing may pause active work on pending items until the required response or approval is received. Billing for ongoing services will continue during this period
• •After 30 Days: R Performance Marketing reserves the right to make reasonable decisions on the Client's behalf to maintain campaign continuity, or to place the entire account on administrative hold. Any KPIs, projections, or performance commitments shall be voided. The Client remains responsible for all contracted fees during this period
• •After 60 Days: R Performance Marketing may treat continued non-responsiveness as a material breach of contract. The Client may be required to re-onboard at then-current rates if they wish to resume services, and any unused prepaid services may be forfeited

Point of Contact Changes

If the Client needs to change their designated Point of Contact:

• •The Client must notify R Performance Marketing in writing of the change, including the new POC's name, contact information, and confirmation of their decision-making authority
• •The outgoing POC or a C-suite executive must authorize the transition in writing
• •A reasonable transition period may be required to bring the new POC up to speed on active projects and historical context
• •If a POC is removed without a replacement being designated, communications will default to the primary account holder or C-suite executive on record until a new POC is appointed

Client-Provided Materials and Access

The Client is responsible for providing all necessary materials, assets, access credentials, and information required for R Performance Marketing to perform the contracted services. This includes, but is not limited to:

• •Brand assets (logos, style guides, approved imagery)
• •Access to advertising accounts, analytics platforms, and relevant third-party tools
• •Product/service information, pricing, and inventory data as needed
• •Website access or CMS credentials when web services are included
• •Timely review and approval of deliverables

Delays in providing required materials or access may result in project delays for which R Performance Marketing shall not be held responsible. Billing for ongoing services will continue regardless of delays caused by the Client's failure to provide necessary materials or approvals.

Payment Terms

RPM requires a deposit to start the service. Payments are due according to the agreed subscription plan (monthly, semi-annually, or annually). Service will be billed automatically within the billing period. Late payments may incur additional fees and could result in service suspension until the account is brought up to date.

To ensure timely and efficient payment processing, all clients are automatically enrolled in our autopay program. This convenient feature allows for seamless billing and uninterrupted service. If a client opts out of autopay and chooses to handle payments manually, a 10% processing fee will be added to each invoice. Additionally, a 10% late fee will be applied to any overdue payments. We strongly encourage all clients to remain enrolled in autopay to avoid these additional charges and ensure continuous service.

If a client misses more than 30 days of payment, RPM reserves the right to seek full payment for the remaining term of the contract. This is essential to maintain service continuity and uphold our commitments to you. To ensure smooth and uninterrupted payment processing, RPM employs several best practices:

• •Automated Payment Reminders: We send timely reminders before each billing cycle to keep you informed of upcoming payments.
• •Flexible Payment Options: We offer various payment methods and schedules to suit your convenience.
• •Grace Periods: While we encourage prompt payment, we provide a short grace period after the due date to accommodate unforeseen delays.
• •Proactive Communication: We maintain open lines of communication to address any payment issues promptly.
• •Secure Payment Processing: All transactions are processed through secure and reliable payment gateways to protect your financial information.

In the event that an outstanding account remains unpaid beyond 30 days, RPM may pursue the full payment for the remaining term of the contract. Additionally, if legal action or collection services are required to recover the overdue amounts, the client will be responsible for covering all associated costs, including but not limited to legal fees, court costs, and collection agency fees.

Should the client subsequently settle the outstanding account after RPM has invoked the right to seek full payment for the remaining term, any claims to the remaining contractual value will be considered resolved and nullified. This means that once the account is brought up to date, RPM will consider the matter closed and no further claims will be pursued for the remaining term of the contract. This policy ensures that we can continue to deliver high-quality services without disruption, while also providing a fair resolution path for clients who bring their accounts up to date.

Limitation of Liability

To the maximum extent permitted by law, R Performance Marketing shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• •Your access to or use of or inability to access or use our services
• •Any conduct or content of any third party on our services or platforms we utilize
• •Any content obtained from our services
• •Unauthorized access, use, or alteration of your transmissions or content

In no event shall R Performance Marketing's total liability to you for all damages, losses, and causes of action exceed the amount paid by you to R Performance Marketing in the twelve (12) months prior to the claim.

Indemnification

You agree to defend, indemnify, and hold harmless R Performance Marketing and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of our services, including, but not limited to, your user content, any use of our services' content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from our services.

Intellectual Property

All proprietary materials, methodologies, software, AI technology, templates, and processes developed by R Performance Marketing remain the exclusive intellectual property of R Performance Marketing. Clients are granted a limited, non-exclusive, non-transferable license to use these materials solely in connection with the services provided. Upon termination of services, all licenses granted shall immediately cease unless otherwise specified in an ownership agreement.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received during the course of the business relationship. This obligation shall survive the termination of services and continue for a period of three (3) years thereafter. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained from third parties without confidentiality obligations.

Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or our services, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the jurisdiction where R Performance Marketing's principal office is located.

Each party shall bear its own costs and expenses related to the arbitration, and the parties shall equally share the fees and expenses of the arbitrator(s). The award rendered by the arbitrator(s) shall be final and binding, and judgment may be entered upon it in any court having jurisdiction.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located within the State of Delaware for the purpose of litigating all such claims or disputes. The provisions of these Terms, including but not limited to the Performance Goals, KPIs, and Projections section, are intended to be enforceable under Delaware contract law, including but not limited to Delaware Code Title 6, § 2-209 and related provisions governing contract modification, waiver, and conditional obligations.

Changes to Terms and Conditions

R Performance Marketing reserves the right to modify these Terms at any time. Clients will be notified of any material changes via email or through a notice on our website at least thirty (30) days before the changes take effect. Continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree with the modified Terms, you may terminate your service in accordance with the cancellation provisions outlined herein.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Such provisions shall be deleted without affecting the remaining provisions herein.

Entire Agreement

These Terms, together with any additional agreements, statements of work, or service agreements executed between you and R Performance Marketing, constitute the entire agreement between you and R Performance Marketing regarding the use of our services and supersede all prior and contemporaneous written or oral agreements between you and R Performance Marketing.

Contact Us

If you have any questions about these Terms and Conditions, please contact us: