To deliver the services as described, (Client) and VYRL, LLC agree to the following terms:
Anyone agreeing to the Terms on behalf of the (Client) represents and warrants that he/she has full legal power and authority to enter into this Agreement, perform obligations hereunder, and authorize the fee payments set forth in this Agreement. This Agreement shall begin upon the date of VYRL, LLC’s receipt of signed Agreement from the (Client) and will be known as (Effective Date). (Client) is subject to the (Initial Term) described in this Agreement. Product(s) and/or service(s) defined as (Subscriptions) will auto renew after the conclusion of the initial period every 30 days until 30-day written notice of termination is received from (Client) via email to representative email OR support@govyrl.com. Product(s) and/or service(s) defined as (One-Time) do not auto renew and are non-refundable.
(Client) agrees to provide VYRL, LLC with access (Login(s) and password(s)) to any applicable digital/online property upon the execution of this Agreement or at the time of onboarding meeting. (Client) hereby grants and agrees to provide VYRL, LLC with reasonable access to data that is required to deliver VYRL, LLC services. Site access and policies are subject to change by the specific digital sites and VYRL, LLC is not responsible for any site that requires payment or further conditions that the (Client) needs to meet.
(Client) understands their participation will be required to complete the onboarding process. (Client) understands that VYRL, LLC’s efforts related hereto are “best efforts”, and that VYRL, LLC cannot guarantee the sites will conduct all recommended or requested updates. (Client) digital site access and policies are subject to change by the digital sites and VYRL, LLC is not responsible for any site that requires payment or additional conditions that the (Client) needs to meet in order for VYRL, LLC to provide services.
Subject to the terms of this Agreement, (Client) hereby grants to VYRL, LLC a non-exclusive, worldwide, royalty-free license to use, copy, encode, store, modify, archive, distribute, transmit and publicly display (Client)’s logos, marks, service marks, trademarks and/or other (Client) names or brands, (collectively, the “Marks”), photos, likeness, videos and any other marketing assets provided or made available to VYRL, LLC for the purposes of fulfilling its obligation under this Agreement. VYRL, LLC is further hereby granted the right to sub-license the Marks to its third-party contractors, affiliates, providers or other parties providing Services under agreements VYRL, LLC may enter with third parties. (Client) warrants and represents to VYRL, LLC that it owns or has sufficient licenses and rights to all content and information provided to VYRL, LLC and that the (Client) Content does not and will not infringe or violate any intellectual property, privacy, publicity, or other third party right or applicable laws, rules, or regulations. (Client) assumes all legal responsibility for the creation and publication of their own ads, content, and disclaimers. (Client) agrees to review and approve assets to ensure compliance with specific local, state, and federal requirements and laws. VYRL, LLC agrees that all content built or created by VYRL, LLC on behalf of the (Client) remain the property of the (Client) as long as account is in good standing, and will be released to the (Client) upon request and at the
completion of the contractual term and after ensuring that all outstanding fees as determined under the Terms of this Agreement are paid in full.
Advertising Services: Monthly subscription fees are for services contracted and may include time spent by VYRL, LLC to research and create campaigns including outreach to (Client). Full monthly fees will be charged if one or more services were completed including the preparatory work needed in advance of deploying, running and / or managing online campaigns. VYRL, LLC will be held harmless and will not be responsible for campaigns that are not deployed due to (Client) delays. As with all advertising, results of campaigns are not guaranteed, and (Client) will be responsible for all fees regardless of results.
(Client) agrees to pay VYRL, LLC the price shown for Services listed in their Agreement. All fees exclude any taxes the (Client) may be required to pay in its taxing jurisdiction. Payments are due in advance of the period to which they apply. Unpaid amounts or errors may be billed in subsequent invoices. If the (Client) payment method fails or if the account for the (Client) is past due, VYRL, LLC may collect past due amounts using other collection mechanisms, and the (Client) agrees to pay all expenses associated with such collection, including reasonable attorney fees. Unless agreed upon by VYRL, LLC, the VYRL, LLC one-time Onboarding fee and first full month’s fees are required to be paid in full by credit card immediately and will be applied toward (Client’s) first invoice for the rendered Services. Subsequent monthly payments by (Client) are due in advance on or before the first day of each calendar month of Service. VYRL, LLC may, in its sole discretion, pause or terminate services for delinquent accounts and bill (Client) for all late charges and interest fees whether accrued or current. It is agreed that all necessary collection and legal expenses will be charged to the (Client) in the event of default or failure to pay for Services delivered to the (Client).
If (Client) provides VYRL, LLC with credit card, debit card, or bank information, the (Client) authorizes VYRL, LLC to use such payment information to automatically charge (Client) on a recurring basis to collect all fees due hereunder. The (Client) represents that he or she is authorized to incur charges against the payment method used to purchase the services. The form of payment cannot be changed or altered unless all amounts due under this Agreement have been paid in full or otherwise agreed to by VYRL, LLC in writing. The programs and services provided hereunder are provided “as is” and “as available”, and VYRL, LLC and its affiliates/licensors do not make any warranties or guarantees about the programs/services/licenses or the (Client)’s use of or participation in the programs or services, including, without limitation: (a) express or implied warranties of any kind, (b) warranties arising from a course of performance or dealing or trade usage, (c) warranties of uninterrupted operation without error; or (d) implied warranties of merchantability, non-infringement, or fitness for a particular purpose with respect to the program or services. Neither VYRL, LLC nor its licensors are responsible for (i) delays in delivery of the programs or Services, no matter who or what caused the delay and/or (ii) anything outside VYRL, LLC’s reasonable control or resulting from (Client)’s breach of this Agreement. VYRL, LLC is not responsible for the accuracy or completeness of any data provided by (Client) or any third party on (Client)’s behalf. Any claim, controversy or dispute arising out of or resulting to the Terms (“Claim”) will be exclusively governed by the laws of the State of Arizona, consistent with Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Any disputes under this agreement shall be brought in the courts of Maricopa County in Arizona and the Parties’ consent to exclusive jurisdiction in such courts. In any action to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover costs, attorneys’ fees and damages, if applicable.
In connection with this Agreement, the Parties may have access to confidential business, technical, or financial information of the other, including, without limitation, all customer lists, business and marketing plans, technology, and information relating to that Party’s products, services and pricing (“Confidential Information”). Neither Party shall disclose the other Party’s Confidential Information to any person or entity except as necessary to perform its obligations hereunder or, in the case of VYRL, LLC, in connection with the provision of the Service or programs, or except to a Party’s legal and financial advisors, potential investors and acquirers. If compelled by law or court order, the receiving Party may disclose Confidential Information of the other Party only to the extent required by law or court order, provided the receiving party gives adequate prior notice of such disclosure to the disclosing Party to permit the disclosing Party to request protective orders or other confidential treatment therefore.
Products defined as ‘subscriptions’ recur and renew each month and continue until written notice of cancellation is received. One-time install fees and first month service fees are due upon execution of all VYRL, LLC agreements. Recurring monthly charges will be billed on the 1st business day of each month are payable Net-15. All credit card payments will incur a 3.1% transaction fee.
Upgrades are defined as an increase in budget or resources for previously purchased products & services. Upgrades are subject to a minimum of two consecutive billing cycles and are subject to all previously accepted terms. Client may downgrade to original agreement terms with 30-day written notice of intent to downgrade after two consecutive billings cycles have passed and (Client) is in good financial standing with VYRL, LLC.
(Client) may cancel service(s) with 30-day advance written notice to VYRL. Upon receipt of written cancellation notice, VYRL will confirm final termination date with (Client). (Client) will be charged all service fees up to final termination date – There are no refunds for account set up, installation fees, and advertising placements paid to 3rd parties on your behalf. You will retain access to service(s) until the end of the service cycle.
