The following are terms of a legal agreement between you and Hudge Media, LLC. (D.B.A. “the Hudge Factor”) By purchasing coaching and/or consulting services from The Hudge Factor or any other property held by Hudge Media, LLC., you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations.
1. INTRODUCTION: Hudge Media, LLC. (Hudge) a Kentucky Corporation, agrees to provide you (Client) with business Coaching and/or Consulting Services (defined below), subject to your compliance with the terms and conditions hereafter outlined (Terms and Conditions). Please read these Terms and Conditions carefully. As a Client, you agree to be bound by these Terms and Conditions, both for current and for any additional services for which you may contract with Hudge, including all payment terms (collectively, the Agreement). In this Agreement, “you” and “your” refers to the Client.
Engaging The Hudge Factor for Coaching and/or Consulting Services requires that you have verbally accepted a summary of key provisions of these Terms and Conditions.
IF, SUBSEQUENT TO YOUR VERBAL ACCEPTANCE OF THE SUMMARY TERMS AND CONDITIONS, YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY THE HUDGE FACTOR WITHIN FIVE (5) DAYS OF YOUR ORDER AND ALL SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. NOTE THAT YOU SHALL BE RESPONSIBLE FOR COSTS OF SERVICES PROVIDED BY HUDGE UNTIL SUCH CANCELLATION PROCEDURE IS FOLLOWED. FAILURE TO NOTIFY HUDGE OF CANCELLATION ACCORDING TO THE PROCESS DEFINED ABOVE SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Coaching and/or Consulting Services, shall be bound by, and shall
abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another Client.
2. TERM, PAYMENT & MODIFICATION: For recurring coaching or consulting services- The term of this Agreement shall begin and become effective as of the sign-up date, which coincides with initial payment. The term shall continue as follows unless otherwise mutually agreed upon in writing. This Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides written 5-day notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.
Any and all “one-time” purchases (Strategy Sessions, Events, In-Person Consulting) shall not be tied to any other services or subject to this agreement, unless otherwise specified by client.
Client agrees to pay to Hudge all applicable charges to its account in United States dollars, in accordance with the payment terms and conditions and/or payment plan mutually agreed upon, including, if any, all applicable taxes. If any mutually agreed upon payment terms of additional services requested by you are different than the terms set forth in these Terms and Conditions, the payment terms for the additional services shall apply to those services. Client agrees that any setup fee (or similar one time payment depending on the Advertising Service selected by Client) is nonrefundable as it is applied to costs immediately incurred by Hudge in initiating services.
Client understands and agrees that the Coaching and/or Consulting Services are billed one month in advance. In addition, if Client has elected to pay Hudge by credit card, Client agrees to authorize Hudge to charge its credit card in advance for such payments and for any amounts owed under this Agreement. An additional 3% fee may be applied for credit card processing.
In the event collection proves necessary, the Client agrees to pay all fees (including all attorneys’ fees and court costs) incurred by that process. You understand that Hudge may modify its standard terms and conditions and service offerings from time to time and that Hudge reserves the right to adjust the pricing of such services. Following the fulfillment of initial contract terms, Clients in month-to-month contracts may be subject to revised terms and conditions and/or pricing.
3. METHOD OF PAYMENT: Client must set up direct withdrawal from a valid, sufficiently funded bank account, provide a valid credit card with sufficient credit, or maintain a deposit with Hudge that Hudge can bill for all contracted Services.
4. REFUND POLICY: The product and/or services referenced herein is sold with strictly no refund. This includes ongoing and one time services provided by Hudge Media, LLC (“The Hudge Factor” or “Hudge Creative Media Marketing”).
5. SERVICES PROVIDED: Coaching and/or Consulting Services are the process by which Hudge will help you grow your business via proprietary systems, frameworks and advice. Though Hudge cannot guarantee specific results, we proactively seek to provide high quality advice and systems that maximize the Client’s return on advertising spending.
6. OWNERSHIP OF NON-CLIENT PROPERTY. Title and full ownership rights in and to the Coaching and Consulting frameworks, strategies and systems, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to Hudge’s operation of the Hudge network and website(s) (collectively, the “Hudge Materials”), shall remain at all times solely with Hudge and/or with the respective outsourced service provider or author. Client acknowledges that it has not acquired any ownership interest in the Hudge Materials and will not acquire any ownership interest in the Hudge Materials by reason of this Agreement.
7. YOUR SITE: You hereby acknowledge that Hudge is not responsible for the maintenance of your website(s); nor is Hudge responsible for order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your website(s). You further acknowledge that your site does not contain any Hudge owned or licensed content, including but not limited to any Hudge search listings, except pursuant to a separate signed affiliate agreement with Hudge.
8. CLIENT REPRESENTATIONS AND WARRANTIES: Client represents and warrants to Hudge that for the term of this Agreement:this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms; Client is the authorized owner or representative of the website(s) for which Coaching and Consulting Services will be performed; and Client’s website will not violate any applicable law or regulation; does not infringe upon in any manner any third party rights, including but without limitation to copyright, patent, trademark, trade secret, or other intellectual property right
or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
9. CLIENT COVENANTS: Client further agrees to perform as follows:
Client will not hold Hudge or its affiliates liable or responsible for the activities of visitors who come to
Client’s website(s) through Coaching and Consulting Services.
If Client sells or promotes adult materials, alcohol or tobacco products, or other age restricted products and/or services, Client will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.
10. CLIENT INDEMNIFICATION OBLIGATIONS: Client agrees to indemnify, defend ,and hold harmless Hudge Media, LLC, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Coaching and Consulting Services performed on behalf of Client, Client’s clients’ website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of Hudge or its agents or employees. Hudge will notify Client of any claim, action, or demand for which indemnity is required in the reasonable opinion of Hudge and will cooperate reasonably with Client at Client’s expense.
At the election of Hudge, Client shall advance to Hudge amounts in satisfaction of such Claim, which Hudge may hold in escrow pending resolution of such Claim. The law firm Client chooses to defend Hudge must be experienced in defending similar claims and will be subject to Hudge’ approval, which will not be unreasonably withheld. Client may not settle any lawsuit or matter relating to the culpability or liability of Hudge without the prior written consent of Hudge. Hudge will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Hudge shall have the right to set off any liability of Client to Hudge with respect to a Claim against any amounts held on deposit with Hudge by Client.
11. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Hudge makes no representations or warranties relating to the results of Coaching and Consulting Services, including, without limitation, the number of impressions or click-throughs and any promotional effect or return on investment thereof. As Hudge relies on third parties for certain data, Hudge makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics.
In no event shall Hudge be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
12. SCARCITY OF SERVICE: Hudge agrees to avoid working with prospects or clients who are considered to be the Client’s competitors for the period of the time where Hudge is providing services. An exclusion would apply only in the case where the potential competing client would be seeking services that did not conflict with the Coaching and/or Consulting services offered to Client understood by these Terms and Conditions.
13. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Client, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
14. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the state of Kentucky, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Contra Costa County, State of Kentucky.
15. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
16. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.
17. ENTIRE UNDERSTANDING: This document and any exhibit, schedule, or other supplementary document attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
18. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.
19. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the parties or their respective successors or permitted assigns.
20. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.
21. EXECUTION: This agreement is executable upon successful payment from Client. By purchasing coaching and/or consulting services from The Hudge Factor or any other property held by Hudge Media, LLC., you acknowledge that you have read, understood, and agree to be bound by these terms and to comply with all applicable laws and regulations.