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THIS AGREEMENT is effective as of the date of acceptance and signature of this document, by and between (CLIENT) detailed above, and Elevate Social, (Elevate Social), at 303 Cabana Dr, Apex, NC 27539 USA.
WHEREAS Elevate Social is an expert in Web Marketing and Web Search Engine Positioning Technologies; 
Ongoing Consultation Deliverables: WHEREAS, CLIENT wishes to have Elevate Social available as needed for consultation on Google Business Profile Optimization, Internet Marketing, and Project Management.  Consultation may consist of some or all, but not limited to, the following:  
Reports: Project Status Reports, Keyword Research Reports, Analytics Recommendation Reports, Competitive Analysis Reports, Content Development Recommendation Reports, Review Generation Recommendation Reports, Online Business Strategy & Opportunity Reports, and Internet Reputation Reports.
Content Development: Content Creation / Copywriting, 3rd Party Copy Review, Google Business Profile Blog Authoring, Tools/Interactive Content.
Popularity Building: Five Star Review Request campaigns, Review acquisition consultation, and Review acquisition toolset access.
General Consultation: (by phone, in person, web meeting, etc.) Project Management Functions, 3rd Party Meetings, Project Meetings, GBP Optimization Training & Workshops, GBP Best Practices, GBP theories, and expertise.
WHEREAS, CLIENT wishes to maintain in confidence all information including data, technology, commercial and research strategies, trade secrets, inventions, and know-how disclosed by CLIENT to Elevate Social, directly or indirectly, in written, oral, or other tangible forms, for the purpose of the consulting services or arising from the consulting services (collectively, confidential information). 
NOW, THEREFORE, CLIENT and Elevate Social hereby agree: 
1. TermCLIENT will retain Elevate Social, and Elevate Social will accept such retention, commencing as of the effective date of this agreement and continuing for a period of no less than the term of the plan selected in Schedule "A" attached, after acceptance of this contract or until termination of this agreement as provided below. At the end of the initial term, this agreement shall be automatically extended month by month at the monthly rate determined by the selected plan until terminated as provided below.
2. Compensation(a) CLIENT will pay Elevate Social as compensation the total amount for the plan selected in Schedule "A." If CLIENT selected monthly payments, the monthly payment for the selected plan in Schedule "A" shall be paid at the beginning of each month in advance of services rendered.  
(b) Excess Hours:  Elevate Social will not bill or perform excess hours unless approved in advance by the CLIENT in writing.  Elevate Social will prepare a monthly report showing any excess time worked on all projects and shall invoice any hours that exceed the selected plan amount at the hourly rate for the plan selected in Schedule "A".  Payments will be made upon receipt of invoices detailing the services rendered. Note that any additional hours worked on any project will need written approval by CLIENT for approved billing. 
(c) In addition, CLIENT will pay for reasonable travel expenses (coach class airfare, lodging, food, and ground transportation) incurred by Elevate Social related to its obligations under this agreement. Travel time will not ordinarily be compensable. All expenses' will be pre-approved by CLIENT first.  
(d) There may be additional costs and expenses in this matter, for example, (Press release distribution fees; Directory Submission Fees; document-reproduction expenses; overnight shipping costs; facsimile transmissions; etc.) CLIENT shall be responsible for these costs.
(e) Late Payments:  In the event, CLIENT fails to make a monthly payment or that payment(s) exceeds 30 days, Elevate Social, at its discretion, may: (1) Charge a late payment fee of 3% per month and/or; (2) cause the entire remaining unpaid amount of the selected plan to be due and payable in full immediately.
(f) Cash Price: If the cash price is selected after the initial term is completed, the agreement will automatically continue month to month with a 30-day notice of cancellation at the standard monthly payment rate of the initial term they originally selected. If CLIENT wishes to get the cash discount again, then client will need to notify Elevate Social to be charged for another full term to receive the discount.  
3. Intellectual Property Rights(a) Elevate Social uses proprietary software in the analysis of web marketing data and shall own all right, title, and interest in any inventions or discoveries (e.g., compositions of matter, devices, processes, treatments, improvements, concepts, ideas, and the like), whether or not patentable, developed or acquired by Elevate Social as a result of the consulting services (inventions).   Raw data used to develop any reports shall be reviewable by the CLIENT but shall remain in possession of Elevate Social.  An Executive summary of the findings will be delivered to the CLIENT, and all information contained therein will become the property of the CLIENT.
4. Confidentiality(a) During the term of this agreement and any subsequent extension, and for a period of five years thereafter, Elevate Social and its agents or employees will not disclose confidential information to others outside of the consulting firm without the prior written consent of CLIENT, except Elevate Social will not be prevented from disclosing information that (i) can be shown by contemporaneous documentation to have been in Elevate Social's possession prior to the disclosure by CLIENT; (ii) at the time of the disclosure is, or thereafter becomes, through no fault of Elevate Social, part of the public domain; or (iii) is furnished to Elevate Social by a third party after the time of the disclosure without the breach of any duty to CLIENT; or 
(b) Elevate Social will keep separate and segregated from other work all confidential information. All right, title, and interest in confidential information, including that arising from the consulting services shall belong to CLIENT, and upon expiration or termination of this agreement, all tangible forms of confidential information, including copies thereof, whether prepared by Elevate Social or other, will be delivered to CLIENT.  Raw data used to create the executive summary report is not considered confidential information.
5. Other Engagements(a) During the term of this Agreement, Elevate Social may be engaged by one or more other institutions for Elevate Social's expertise. (b) Elevate Social represents that they are not and will not become a party to any agreement which conflicts with his duties under this agreement during the term of this agreement. (c) Elevate Social will use best efforts to segregate the consulting services provided under this agreement from work at other institutions, so as to minimize any questions of disclosure or ownership of rights under inventions or confidential information. CLIENT may terminate this agreement if, in its reasonable opinion, the performance of such work will conflict with its interests. (d) Elevate Social will not disclose to CLIENT any inventions, trade secrets, or other information of third parties that Elevate Social does not have the right to disclose.
6. NoticeAny notice required or permitted by the terms of this agreement shall be given by registered mail, prepaid, and properly addressed to the addresses listed above. Delivery will be deemed conclusively made (i) at the time of service, if personally served, (ii) when deposited in the United States mail, properly addressed and postage prepaid, if delivered by express mail or certified mail, (iii) upon deposit with the private overnight deliverer, if served by overnight delivery, and (iv) at the time of electronic transmission (as confirmed in writing), provided a copy is mailed within twenty-four (24) hours after such transmission. The time to respond to any notice will run from the time the notice is actually delivered to the person to whom the notice is addressed.
7. Survival and Termination(a) After the initial term in accordance with sections 1 and 2, this agreement may be terminated by either party upon thirty (30) days written notice, pursuant to Section 6 of this Agreement, to the other party. 
(b) This Agreement may be terminated by a non-breaching party, in addition to any other remedy, for breach of any term of this agreement, upon written notice, pursuant to Section 6 of this Agreement, to the breaching party; upon which event all rights of the breaching party shall terminate. 
(c) The terms and obligations of Sections 3 and 4 of the Agreement shall survive and remain in full force and effect after expiration or any termination of this agreement, regardless of the cause of such termination.
8. Entire AgreementThis agreement is the entire agreement of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof. It may be amended only by an agreement in writing, signed by both parties.
9. Not an EmployeeElevate Social, its agents or employees, is an independent contractor and is not an employee or agent of CLIENT. Elevate Social shall not be entitled to benefits or compensation from CLIENT except as set forth in this agreement and shall in no event be entitled to any fringe benefits payable to employees of CLIENT. 
10. Employee HiringBoth parties agree that throughout the term of this agreement and any renewals of the term of this agreement, and for a period of twelve (12) months after termination of this agreement, neither party shall induce or attempt to persuade any employee, sub-agent, field agent, Independent Contractor or sales representative to terminate his or her employment or business relationship with the other party or accept competitive employment or an independent contractor or sub-agent position for any organization outside of either party nor shall either party cause or permit its own employees and sub-agents to do any of the foregoing without the expressed, written consent of said party.
11. ArbitrationThe parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this agreement.  Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof.  Any such arbitration shall be conducted in the offices of Elevate Social at the address listed above is based, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators selected shall select a third arbitrator within ten (10) days of their appointment. The non-prevailing party shall bear its own costs and expenses and the full costs and expenses of the prevailing party, as determined by the arbitration.
12. Warranty Disclaimer: Limitation of LiabilityElevate Social makes no warranties of any kind, whether express or implied, regarding the Services, including any warranty of merchantability or fitness for a particular purpose.  Elevate Social shall not be liable for the unavailability or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information. 
In the event that Elevate Social is obstructed, incurs a loss of efficiency in productivity or is delayed in the commencement, prosecution, or completion of the Services,  by: (i) the act, failure to act, direction, order, neglect, delay, or default of CLIENT, its agents or employees or any other entity or person employed at CLIENT's premises, or (ii) by changes in the Services; or (iii) by reason of fire, lightning, earthquake, enemy action, an act of God, or similar catastrophe, or by government restrictions in respect of materials or labor, or by a strike or lockout beyond Elevate Social's reasonable control, then Elevate Social shall not be considered in any way to have breached its obligations hereunder. CLIENT expressly agrees not to make, and hereby waives, any claim for damages, including those resulting from increased supervision, labor or material costs, on account of any delay, obstruction, or hindrance attributable to the aforesaid causes.
Schedule “A”
Schedule “A” is associated with the contract title: GOOGLE BUSINESS PROFILE & SEO OPTIMIZATION CONSULTING AGREEMENT for the 3-month plan:● Commitment: 3 months● You are comitting to 3 months of service, after 3 months the service will default to month to month. You can cancel anytime, but we still require a 30 day written notice. Meaning if it is the middle of month 3 and you want to cancel, your services will be canceled after the end of month 4. This is for cashflow purposes, as a businesses owner, you understand the importance of cashflow management.
Cancellation Policy Please refer to the cancellation policy referenced in Sec.7 (a), (b), (c) of this agreement. Please note that a 30 day written notice of cancellation is required after the initial term of the signed schedule above.