Thank you for selecting i1SmartMarketing as your technology vendor. We've simplified this Agreement to make it easy to read and for both sides to understand what to expect from the other. Since this document reflects what it's going to be like to do business with us, we felt being direct and to the point upfront might be the place to start.

Billing:

We get paid for our services each month before we allow you to use them. It's been that way since the beginning and it's the way we do business. Your bill is due by the 1st of each month. The Buyer hereby authorizes i1SmartMarketing or its agents and/or assigns to electronically deduct/process on or after the due date for each consecutive billing cycle. Payments directly from the following bank or credit/debit card accounts according to the terms of this agreement and to resubmit returned/declined items without prior notice. This payment information will be used to collect any balances past due according to the terms of this agreement. All payments will be set to auto-deduct on the first of every month and will continue until this agreement ends. Agreements end after a 60-day notice to cancel is received and that 60 days is up. A paid invoice will be sent via email every month via our accounting department. In the event that an account goes 10 days late, a 20% late fee will be added to your current bill. Should an account go 30 days late, your products will be turned off, and all past due amounts must be paid along with the next month that will be due. Payments accepted: ACH or Auto Credit/Debit Only. No mail-in checks will be accepted.

Term, Renewal, and Cancellation:

The term of this Agreement is binding, and you agree you are obligated to fulfill ALL financial obligations of this contract term. The buyer is obligated to pay for and committed to use our services for the term of the Agreement. When we start working on creating your system, which is the day you sign this agreement, we start billing you. If you would like to cancel your contract, a 60-day written notice must be provided on company letterhead and signed by the Owner, CEO, or Dealer Principal. This notice must be e-mailed to [email protected]. Cancellations from individuals without this authority will not be accepted, and the cancellation process will not begin until the proper notice, with the required signature, is received. At no time will cancellations be accepted by telephone.
In rare cases, i1SmartMarketing may decide to terminate this agreement with 30 days written notice if your staff abuses the system, our staff, or uses it to violate any state or national law or regulation, even if the term of this Agreement has not expired.

Chargeback & Dispute Clause:

By signing this Agreement, the client agrees not to dispute or attempt to initiate a chargeback for any monthly service charges outlined in this Agreement. The client acknowledges that these charges are due and payable as per the terms outlined and that no action will be taken to reverse or refuse payment for services rendered unless the proper cancellation procedures, as specified in this Agreement, have been followed.

Usage of the System:

We are not lawyers, and we do not pretend to know every law in every state. We provide an enormous set of tools that you can use to break laws like redlining, spamming, or anything the government chooses this week to outlaw. None of our services are designed to help you do this, of course, and every piece can be turned off or limited if you wish. It is up to you to know what is legal and what is not. By signing this Agreement, you agree that it is your responsibility to stay within the law and you will indemnify us if any legal action is taken against us because of something you or your authorized agents did while using anything we produce.

Your Data:

The data you put into our system is your own, not ours. The systems used to house that data are ours, not yours. If you decide you no longer need our services, we will give you the industry-standard data export of your customers provided all outstanding amounts are paid in full. If you need more data than the industry-standard amount, there may be a fee. It is rare that this could happen. If you should require an additional data pull, there will be a fee for the engineering resources dedicated to this task. Your data will not be released until all outstanding invoices, including but not limited to any past due amounts that might be separately billed, are paid in full. We retain your data for 90 days after you stop being a customer and then it is deleted.

Beta Software:

At times, i1SmartMarketing may offer you the right to use software or new products that are labeled as "Beta." This essentially means they aren't ready for sale yet, but if you decide to use them, you agree to still pay the full amount due under this agreement.

Security and Data Protection:

We agree to provide and secure your data within the norms of the industry and as those procedures change, so will we. Our servers are backed up, redundant, and the most risk you will ever have for a loss of data is stuff you entered the system within the last two hours. That said, if you are reading the news, you know that no system can be breached, including your bank or credit card companies. i1SmartMarketing does not provide a CRM, POS, or DMS solution, so in the World of targets, we are low on the hacker community radar. That doesn't mean it couldn't happen, and data could be compromised (although it never has). Unless we have failed in our commitment to keep security at least at industry norms, you agree you can't sue us for any loss of data or the use thereof.

Legal:

Since we are based in Illinois, any legal action related to it must be filed in Kane County courts, and the jurisdiction is here too. By signing this Agreement, you specifically agree and consent to this jurisdiction and court venue. The maximum liability for any breach of this Agreement by i1SmartMarketing and payable to any signor, agent, customer, or other is a total of $500 (US).
i1SmartMarketing does not warrant that any of the products or services we sell are without defect, and we reserve the right to modify said products or services without prior notice or approval. Except as specifically spelled out below, no changes or alterations to this Agreement are binding unless initialed in this agreement by both parties, and in writing, signed by both parties.
This Agreement may be amended by i1SmartMarketing at any time and in any manner. If this Agreement is amended and you don't agree with the changes, and i1SmartMarketing does not agree to waive those changes for the remaining term of the Agreement, you may cancel your agreement with us without notice and regardless of any term commitments you have made, provided you do it with a 30-day notice and BEFORE your first payment after the amendment was mailed, emailed, or disclosed to you. Any payment and usage of the system after any amendment indicate your acceptance of the amendment or change and voids any rights of cancellation as described above.

Mutual Indemnification:

The customer agrees to indemnify, defend, and hold i1SmartMarketing LLC harmless from and against any and all claims, demands, actions, lawsuits, losses, damages, and expenses, including reasonable attorneys' fees, arising out of the customer's use or misuse of the services, any violation of applicable law, or any breach of the terms and conditions of this Agreement.

Severability:

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable it shall be limited to the extent necessary to render it valid and enforceable or stricken from this Agreement if it cannot be so limited. The other provisions of this Agreement will remain in effect without being impaired or invalidated.

Governing Law, Attorney's Fees, And Modification of Agreement:

This Agreement shall be governed by and construed in accordance with, the laws of the State of Illinois, County of Kane If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, and it must be filed in the County Of Kane. Any modification of this Agreement will be effective only if written and signed by both parties.

Force Majeure & Act of God:

Force Majeure Clause : i1SmartMarketing LLC shall not be liable for any failure to perform or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, government regulations, labor disputes, failure of suppliers, or any other event outside the reasonable control of i1SmartMarketing LLC.

Miscellaneous:

This Agreement does not create a joint venture, partnership, employee, agency, franchise, or representative relationship between or among Customer, i1SmartMarketing, and/or any third parties identified in any duly executed addenda hereto. Customer may not assign this Agreement without the prior written consent of i1SmartMarketing. This Agreement constitutes the entire Agreement and supersedes any and all prior agreements between i1SmartMarketing and Customer. This Agreement may be amended only by written agreement signed by both i1SmartMarketing and Customer. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois. The undersigned warrants that he or she is authorized to execute and deliver this Agreement. The parties hereto shall be entitled to rely upon signatures on copies of this Agreement transmitted by facsimile

Terms of Service Provided by i1SmartMarketing LLC

1. Limitation of Liability: In no event shall i1SmartMarketing LLC be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the use or the inability to use the services provided by i1SmartMarketing LLC, or for the cost of procurement of substitute services, or resulting from any data, information, or services obtained or transactions entered into through or arising from or in connection with the services provided by i1SmartMarketing LLC. This includes, but is not limited to, damages for loss of profits, damages arising from or in connection with the use of data or other intangibles, lost business opportunities, business interruption, or lost business profits, even if i1SmartMarketing LLC has been advised of the possibility of such damages.
   In no event will i1SmartMarketing LLC's liability to the buyer of the services or any third party in connection with or arising from this agreement exceed the total amount of fees actually received hereunder.
2. Non-Solicitation: The customer (party receiving the services) agrees not to solicit for direct or indirect employment any member(s)/personnel/employees of i1SmartMarketing LLC or its related affiliates who come in contact with the Customer, without the written approval of the management of i1SmartMarketing LLC. This non-solicitation agreement shall remain in effect during the term of this Agreement and for a period of one year following the termination of this Agreement.
3. Termination for Convenience: i1SmartMarketing LLC reserves the right to cancel the service with 30 days written notice to the customer. This termination will be effective on the 30th day after the customer receives such written notice.
4. Credit Card Payment Processing Fee: Please note that for credit card payments, there will be a 3% processing fee added to your monthly bill. This fee covers the cost of processing credit card transactions.

"The Billing Start Date shown in this Agreement is when your billing will commence. All recurring billing after this date will be due on the 1st of each month, without prorations. Upon receipt of payment, i1SmartMarketing will begin work on your software project. Please note that we do not bill based on the date you go live; the majority of the work required to get you operational occurs before going live.

It is the client's responsibility to ensure that the initial payment is made with the signed agreement and that they remain responsive to our team when requested information or action is needed to ensure the timely launch of the project. Any delays caused by the client's failure to respond or provide requested information will not delay the billing cycle or extend the terms of the Agreement."

Additional Terms of Service Section

1. Confidentiality and Data Protection:
   Except as required by law or court order, i1SmartMarketing, LLC will not disclose to any third party any identifiable customer data received from the customer or another person on the customer's behalf, without prior written approval from the customer. i1SmartMarketing shall maintain appropriate and reasonable safeguards to protect such individually identifiable customer data. These safeguards will be no less rigorous than those used to protect i1SmartMarketing's own customers' identifiable data.
   It is the responsibility of the customer to ensure that any data they provide is properly secured on their side. i1SmartMarketing will not be held liable for any data breaches or unauthorized access arising from the customer's failure to properly manage their data access, storage, or security on their end.
2. Warranties and Limitations of Liability:
   Apart from any expressed warranty provided in this Agreement, i1SmartMarketing, LLC disclaims all other warranties, expressed or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or intended use concerning the performance, capacity, or quality of the software or services used by or furnished to the customer.
   i1SmartMarketing does not guarantee that the software or services will meet the customer's specific requirements, and i1SmartMarketing shall not be responsible for any failures, errors, or delays caused by factors outside of our reasonable control, including but not limited to, system outages, network disruptions, or customer-side issues.
3. Miscellaneous:
   This Agreement does not create a joint venture, partnership, employee, agency, franchise, or representative relationship between the customer, i1SmartMarketing, and/or any third parties identified in any duly executed addenda hereto. The customer may not assign this Agreement without the prior written consent of i1SmartMarketing.
   This Agreement constitutes the entire agreement and supersedes any and all prior agreements, representations, and understandings between i1SmartMarketing and the customer.
   This Agreement may only be amended by written agreement signed by both i1SmartMarketing and the customer. This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois. The undersigned warrants that they are authorized to execute and deliver this Agreement.
   The parties hereto shall be entitled to rely upon electronic signatures or signatures on copies of this Agreement transmitted by facsimile or other electronic means.