Otter PR™ Service Agreement
Welcome to Otter PR! This Otter PR Service Agreement (the “Service Agreement” or “Agreement”) is between (“you” or “your”), with an address of your bsiness, and Otter Love LLC d/b/a Otter PR™ and affiliates (“Otter PR”, “us,” “we”), a Florida limited liability company, with a principal office at 150 E. Robinson Street, Orlando, Florida 32801. Please read these terms carefully before submitting payment and signing this Agreement.
By submission of your payment and electronic signature (the “Effective Date”), you agree to be bound by the terms of this Service Agreement, which is a monthly subscription service (the “Fee”) that automatically renews each month, and we will automatically bill you the Fee, each month, until your subscription is cancelled or terminated in writing. If you do not agree with any of these terms, you should not submit payment nor electronically sign this Agreement. Your payment and affirmative submission of your electronic signature on this Agreement, however, will evidence your understanding, consent, and knowledge of the foregoing and of the terms below.
Your Package – Otter PR offers you a variety of subscription services, including The Essential, The Expert, The Executive, or a Custom Package (the “Packages”). Depending on the specific Package you select, Otter PR will provide you certain public relations and marketing services, on a monthly basis, which may include advertising, consultations, marketing, public relations writing and communications for public distribution, social media development and evaluations, website development and evaluations, and tutoring (our “Services”). As part of entering this Agreement, you must select a Package that specifically details our Services to you and the Fee for our Services to You (“Your Package”), and the terms of Your Package are integrated as part of this Agreement. If any term or provision contained in Your Package conflicts with, or is inconsistent with, any term or provision in this Service Agreement, the provisions contained in this Service Agreement shall govern and control.
You may modify Your Package at any time by notifying us in writing at Hello@OtterPR.com or by making the modification at our website by visiting your account at otterpr.com/my-account. For example, if you start this Agreement under the Essential Package and realize you would like to increase the Services we are providing you, you may upgrade your package to the Executive Plan. As another example, if you find the Executive Package is slightly more than what you need, you are fully permitted to downgrade your Package to The Expert. Any modification to Your Package (including any modified services we provide you and any modified Fee you pay us) will take effect at the start of the month immediately following your requested modification. If you modify your Package, all such modifications to your Package will be governed by this Agreement and will continue indefinitely until canceled or terminated in accordance with this Agreement. Please contact us if you have any questions regarding Package modification.
30/60/90 Day Plan – Once we start our Services to You, we may (but are not required to) provide you with a “30/60/90 Day” Plan. The 30/60/90 Day Plan we create for You is our initial proposed course of action for the initial ninety (90) days of our Services, which serves to outline our proposed initial Services and proposed completion dates for those initial Services. Importantly, while the purpose of the 30/60/90 Day Plan is to serve as a proposal for you, and to assist you and us in the execution and delivery of your Services, the actual execution and delivery of your Services are dependent on multiple factors; and the execution and delivery of your actual Services are at our sole discretion. Accordingly, you understand and agree that any failure to meet any proposed service or proposed date as may be stated in the 30/60/90 Day Plan shall not be considered a breach of this Agreement. If you disagree with any proposal in the 30/60/90 Day Plan, you may request that we revise the 30/60/90 Day Plan, and we work with you to create a satisfactory 30/60/90 Day Plan. To ensure you have received and reviewed the 30/60/90 Day Plan, we will require that you sign and return to us a copy of the signed 30/60/90 Day Plan.
Client Onboarding Form – All Packages require you to complete an Onboarding Form, which includes acknowledgement and signing of our terms of service. The Onboarding Form is an opportunity for our team to get to know you better.
Your Delivery of the 30/60/90 Day Plan and Onboarding Form. Any delay in you returning to us the signed 30/60/90 Day Plan or the completed Onboarding Form will delay the start of your Services. However, you understand and agree that any delay in the creation or approval of the 30/60/90 Day Plan, your delivery of the signed 30/60/90 Day Plan to us, or your completion of the Onboarding Form, will not in any way pause or delay your obligations of payment for the Fee owed to us under your Package. Furthermore, you understand and agree that all guarantees provided under this Agreement are void, and no refunds will be provided to you, if the 30/60/90 Day Plan is not signed and returned to us, or if the Onboarding Form is not completed and returned to us, at least twenty (20) days before any request by You for the guarantee or the refund is made to us (as applicable). If any term or provision contained in the 30/60/90 Day Plan, the Onboarding Form, or the Terms of Service conflicts with, or is inconsistent with, any term or provision in this Service Agreement, the provisions contained in this Service Agreement shall govern and control.
3. Use License
During this Agreement, you hereby grant us and our affiliates a non-exclusive, royalty free, worldwide, sub-licensable license to use, duplicate, distribute, broadcast, perform, transmit, and display Your Materials (including, without limitation, any and all copyright, trademark, service marks, trade dress, and name, image, and likeness rights contained therein, the “IP Rights”), without limitations, in any tangible medium now known or later developed (as examples, and in no way limiting, including electronic and print format, website, new media, media, television, radio, and publications). In addition, in furtherance of us providing your Services under this Agreement, license, you also grant us the same rights, under the aforementioned license, to license Your Material (including, without limitation, the IP Rights) to third parties by any means whatsoever. Furthermore, during this Agreement, and after its termination, you also grant us a limited, non-revocable, non-exclusive, royalty free, worldwide license to use Your Material in our internal and external portfolios, case studies, and any of our marketing and advertising campaigns.
Photo Release – You hereby grant, and authorize the right for, us to take, edit, alter, copy, exhibit, publish, distribute and make use of any and all IP Rights, and pictures or video taken by or provided to us by you (or any person acting on your behalf or at your direction) including, but not limited to, newsletters, flyers, posters, brochures, advertisements, fundraising letters, annual reports, press kits and submissions to journalists, websites, social networking sites, and other print and digital communications, without payment or any other consideration. This authorization extends to all languages, media, formats, and markets now known or hereafter devised. This authorization shall continue indefinitely.
You also grant Otter PR full rights to use your images, photos, and branding in efforts to execute your Services.
We hereby grant you a limited, non-exclusive, worldwide, non-transferable, royalty-free license to use, modify, reproduce, distribute, and display Our Materials in electronic and print format. This is a grant of a license, not a transfer of title. This license shall automatically terminate, without any further action, upon your breach this Service Agreement or as otherwise provided under the terms of this Service Agreement. Upon termination of this license, you must immediately destroy any of Our Materials in your possession whether in electronic or printed format.
For purposes of this Agreement, the term “Our Materials” means the results and proceeds of the Services rendered by us to you under this Agreement including, without limitation, all documents, articles, media, files, videos, photography, clips, literary materials, ideas, and other intellectual property created in connection with our Services. For purposes of this Agreement, the term “Your Materials” means, without limitation, all documents, videos, photos, recordings, clips, data, information, biographies, press material, and any other thing that You deliver to us in connection with this Agreement, or are delivered to us at Your direction, or on Your behalf, in connection with this Agreement.
You represent and warrant that: (i) you are the sole owner of the copyright in and to, or otherwise have all necessary rights in and to, Your Materials and the IP Rights delivered to us hereunder; (ii) You possess the full power and authority to enter into this Agreement and perform Your obligations hereunder and to grant these licenses to us as provided hereunder; (iii) the execution, delivery and performance of this Agreement by You does not violate any agreement, license, instrument, judgment, order or award of any court or arbitrator or any law, rule, or regulation under which You are bound or subject; (iv) the exercise by us of the rights granted herein will not result in defamation or violate or infringe upon the rights of any person, firm or entity, including but not limited to copyright, trademark, contract, privacy or publicity rights; and (v) you own and/or have legal right to use all elements contained within Your Materials, including, but not limited, to all music, sound, video, audio, visual, and pictorial therein.
You shall at all times during and after the Term of this Agreement defend, indemnify and hold harmless Otter PR and its employees, agents, officers, owners, affiliates, licensees and sub distributors from and against any and all claims, liabilities, judgments, damages, costs and expenses (including reasonable attorney’s fees and costs) (i) arising out of any breach or alleged breach by You of any of Your representations, warranties, covenants or agreements herein; (ii) relating to any material contained in the Your Materials or any of Your Materials as delivered to us by any third party at your direction or on your behalf; or (iii) arising out of any use of Your Materials as contemplated under this Agreement. This Section (including Section A, B, C, F, and G) shall survive any cancellation or termination of this Agreement.
4. Automatic Payment Terms
Otter PR is a subscription service and payments for the Fee are collected automatically every month and will continue indefinitely until cancelled or terminated (as provided under Section 8 of this Agreement). At checkout and upon signing this Agreement, you must provide us with a current, valid, accepted method of payment (you “Payment Method”). We may update the accepted methods from time to times.
When you sign this Agreement, your first monthly cycle for the Fee will be billed immediately to your selected Payment Method. Furthermore, by signing this Agreement, you consent and authorize us to charge you and your Payment Method for your initial subscription period and a recurring monthly subscription fee (your “Monthly Invoice” or “the Fee”) at the then current rate, which may change from time to time. You agree you remain responsible for all Monthly Invoices under the terms of this Service Agreement until you have cancelled your subscription with us or this Agreement is terminated.
In the event you sign this Agreement on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you became a customer on January 31st, your next payment date for your Monthly Invoice is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription.
In the event you modify Your Package, the new billing rate for Your Package will take effect at the start of the month following your requested modification.
“Payment Method” – You may edit your Payment Method information by contacting us at email@example.com. If a monthly subscription payment is not successfully settled due to expiration of your credit/debit card, insufficient funds or otherwise, you will remain responsible for any unpaid Monthly Invoice, and you authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated.
Any failed payment for a Monthly Invoice will have a delinquent service charge of $150.00 per occurrence. In addition, any unpaid Monthly Invoice will accumulate interest on the unpaid balance at five (5%) per month, compounding interest, accruing from the date of the initial unpaid Monthly Invoice. Any unilateral deduction from Otter PR’s Monthly Invoice will be deemed a breach of this Agreement. If you dispute a Monthly Invoice, it must be in writing to Otter PR no later than seven (7) days after the billing to Your Payment Method. After this period, the Monthly Invoice shall be deemed final and is to be paid in full without any further or future claims to the amount of the invoice.
5. Disputed Payments
Otter PR makes every effort to be fully transparent in its payment terms and reminders. You must agree to our payment terms before engaging with Otter PR; therefore, you are completely liable for payments made within our terms of this Agreement.
You agree that any dispute regarding this Agreement, and any claim made by you for return of monies paid to Otter PR shall be handled in accordance with applicable laws of the State of Florida. Specifically, if you seek to cancel credit card payments (or file a chargeback) on any Monthly Invoice, this Agreement is immediately and automatically terminated (including, without limitation, the license granted to you under Section 3 hereunder), and Otter PR reserves the right to dispute such cancellation and pursue you for monies owed to Otter PR for Services already performed but unpaid by you due to such credit card cancellation. You agree that, regardless of whether you are ultimately successful in any credit card cancellation dispute, you are liable to pay Otter PR for the work already performed as of the time of the cancellation request, at an hourly rate of $350 per hour for all hours spent on your account. In addition, regardless of whether you are ultimately successful in any credit card cancellation dispute, you agree that you are liable for any late fees and interest as provided in Section 4. Otter PR will provide you with an itemization of hours spent within a reasonable time upon your written request and payment will be expected in full within thirty (30) days from the date such itemization is provided. If you do not pay for such hourly work on Otter PR’s demand and within thirty (30) days, Otter PR reserves the right to initiate an action for breach of this Agreement, regardless of the previous outcome of any credit card cancellation dispute. Additionally, Otter PR reserves the right to pursue against you for the fees and costs (including reasonable attorneys’ fees) Otter PR had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time Otter PR and its representatives spent handling such dispute, at Otter PR’s hourly rate of $350. This provision shall survive any cancellation or termination of this Agreement.
6. Disclaimers and Limitation of Liability
You understand and agree that our Services and Our Materials are provided on an “as is” basis without any representations or warranties. We make no warranties regarding our Services and/or Our Materials, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Without limiting the foregoing, Otter PR does not warrant or make any representations concerning the accuracy, likely results, or reliability of the Services and/or Our Materials, including without limitation any materials on any sites linked to our Services or Our Materials.
In no event shall Otter PR, or its officers, members, managers, employees, and/or contractors, be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of our Services and/or the use or inability to use Our Materials, even if Otter PR or an Otter PR authorized representative has been notified orally or in writing of the possibility of such damage.
We do not warrant that any of our Services and/or Our Materials are accurate, complete or current. Otter PR may make changes to its Materials at any time without notice. However, Otter PR does not make any commitment to update its Materials. You understand and agree that Otter PR does not have final edit on publications and holds no responsibility for typos, errors, and/or misrepresentations of you in relation to any of Our Materials or our Services.
7. The Otter PR Guarantee
Subject to Section 7(c) below, Otter PR promises to customers who subscribe to the Essential, Expert, or Executive Package a guaranteed number of Successes (as defined in Section (B) below). Specifically, Otter PR will meet the stated Successes within sixty (60) days of Commencement of the Package or Otter PR will refund you one (1) Monthly Invoice at the then current Package you selected.
Depending on the Package you purchase, the applicable promises include:
Essential = 1 Successes
Expert = 2 Successes
Executive = 3 Successes
Custom Packages = no guarantee unless expressly stated in the terms of the Custom Package
The following definitions and limitations apply to the Otter PR Guarantee:
“Commencement of the Package” means the date you select and commence payment for Your Package subject to the guarantee. For example, if on January 1st, you signed this Agreement and started paying for the Rookie Package, then the Commencement of the Package, for the Essential Package, means January 1st. Under that same example, if on February 1st you upgrade your package from The Essential to The Expert Package, then the Commencement of the Package, for the expert Package, is February 1st.
“Successes” may include a Guaranteed Publication or Guaranteed Audio such as, by example, but not limited to, a podcast, radio, television, featured article, print article, copyrighting work, or a website blog.
Further, a “Guaranteed Publication” on a website (e.g., featured article or website blog) will have a minimum domain authority greater than 50 or site traffic greater than 10,000 visits per month.
A “Guaranteed Audio” (e.g., radio or podcast opportunity) will have a minimum reach of 1,000 listeners. You understand and agree that a Guaranteed Audio must be explicitly requested by you, each month, in order to be valid.
Notwithstanding the foregoing, there is no guarantee the Successes will include television, speaking, or an award. There is also no guarantee the Successes will include the creation of a Wikipedia page or verification of any social media accounts.
THE OTTER PR GUARANTEE UNDER SECTION 7 IS VOID IF: (1) YOU DO NOT REPLY TO THE PUBLICIST IN WRITING WITH THE NECESSARY INFORMATION WITHIN 48 HOURS OF COMMUNICATION BY THE PUBLICIST; OR (2) YOU TURN DOWN OR REJECT ANY OF OUR PUBLICATIONS; OR (3) YOU DO NOT COMPLETE THE ONBORDING FORM AND 30/60/90 DAY PLAN. FURTHER, IF WE FIND YOUR COMMUNICATION IS NOT ACCEPTABLE AS REQUIRED TO ACHIEVE YOUR SUCCESSES, IN OUR SOLE DISCRETION, THE GUARANTEE IS VOID.
8. Cancellation / Pausing
You may cancel this Agreement at any time by completing the cancelation form https://otterpr.com/cancellation/ and letting us know that you wish to cancel your subscription. For your cancellation to take effect without a charge on the following month, you must submit your written cancellation request at least seven (7) days before your renewal date. Upon timely receipt of your cancellation request, this Agreement will terminate on your renewal date.
You may pause your account using our pause request form (https://otterpr.com/pause-request/) and lock in current pricing for up to sixty (60) days (the “Pause Period”). However, You understand and agree that after the Pause Period, your account will automatically resume and charges to you will automatically re-commence as provided under this Agreement.
Electronic Signature – You acknowledge and agree that by clicking on the button labeled “CONFIRM PURCHASE,” “SUBMIT”, “DOWNLOAD”, “PLACE MY ORDER”, “I ACCEPT” or such similar links as may be designated by Otter PR to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY OTTER PR. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
Notices – All notices to either party shall be sent electronically to the email address(es) provided by each Party to the other (effective only confirmation of receipt by the receiving party) and as otherwise set forth below. Alternatively, such written notice will also be deemed given upon personal delivery, or on receipt or refusal if sent by U.S. first class certified or registered mail, postage prepaid, return receipt requested, or by a recognized private delivery service, to the addresses stated on first page of this Agreement. Either party may change its address for purposes of notice on five (5) days’ notice to the other party in the manner aforesaid.
Severability, Headings – If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. In such event, the Parties hereby acknowledge their intent to make such invalidated provision, or part of such provision, as to be deemed replaced with a valid provision or part of provision that most closely approximates and gives effect to the intent and economic effect of the invalid provision or part of provision. Any such modification shall revise the existing invalid provision, or part thereof, only as much as necessary to make the invalidly-held provision otherwise valid. Headings are used for convenience of reference only, are not part of this Agreement, and in no way define, limit, construe or describe the scope or extent of any section of this Agreement, or in any way affect this Agreement.
Waiver – The failure of any party to insist on or enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision, right or remedy in that or any other instance. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver may be construed as a waiver of any other and/or succeeding breach of such or any other provision of this Agreement, or a waiver of the provision itself.
Force Majeure – Neither Party shall be responsible for any failure to perform beyond its reasonable control, including, without limitation acts of God, national health emergency, acts or omissions of civil or military authority, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, or interruptions in telecommunications or internet services, third party vendors or network provider services.
Attorneys’ Fees – In any action or proceeding commenced by any party against the other in connection with this Agreement, the substantially non-prevailing party shall reimburse the substantially prevailing party for the reasonable attorneys’ fees and costs incurred by the substantially prevailing party in prosecuting or defending said action or proceeding or any appeal thereof.
Indemnification – You agree to indemnify, defend, and save and hold harmless Otter PR, including its respective insurers, directors, officers, employees, agents, and representatives (collectively the “Indemnified Parties” and each an “Indemnified Party”), and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all attorneys’ fees and costs) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority, throughout the world, in connection with or relating to the matters referred to in this Agreement, resulting from or relating directly or indirectly to your breach of this Agreement. The foregoing indemnity shall survive expiration or termination of this Agreement.
Neither party shall be liable to the other party for: (1) any consequential, incidental, special or punitive damages (including, without limitation, lost revenue, lost profits or loss of data), even if advised of the possibility of such damages, or (2) acts of negligence unless it is also proven to an the party was an intentional wrongdoer in accordance with Florida law. Notwithstanding anything contained herein to the contrary, Otter PR’s total liability to You under this agreement from all causes of action and under all theories of liability will be limited to the greater of (a) payments actually received from You under this agreement during the six (6) month period preceding the date a claim for liability arises hereunder or (b) $15,000.
Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
Relationship of the Parties – Nothing herein contained shall constitute a partnership or a joint venture between you and us. Otter PR is performing its Services to you as an independent contractor and not as your agent or employee. There is no third-party beneficiary to this Agreement.
Dispute Resolution – Dispute Resolution – Except where otherwise expressly set forth in this Agreement, any dispute or claim arising out of or relating to this Agreement shall only be resolved by binding arbitration. The arbitration of any dispute or claim shall be conducted in accordance with the American Arbitration Association (“AAA”) rules, as modified by this Agreement, which shall take place in Broward or Orange County, Florida. Any arbitration proceeding, determination, or award, shall be confidential, and neither Party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement. Judgment on any arbitration award may be entered in any court having proper jurisdiction. All administrative fees and expenses of such arbitration proceeding will be divided equally between the parties, though each Party will bear its own expense of counsel, experts, witnesses and preparation and presentation of evidence at the arbitration (except where attorneys’ fees and costs shall be awarded pursuant to this Agreement). IF FOR ANY REASON THIS ARBITRATION CLAUSE IS DEEMED INAPPLICABLE OR INVALID, THE PARTIES FOREVER AND WITHOUT EXCEPTION WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE ANY CLAIMS ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement may be brought by either Party more than one (1) year after the cause of action arose.
Governing Law – This Agreement is governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws. You hereby irrevocably consent to the personal jurisdiction of and agree that the sole venue for any dispute arising in connection to this Agreement shall be the courts of competent jurisdiction (State and federal) located within Broward or Orange County, Florida. You agree not to commence or prosecute any such action, claim or proceeding other than in such aforementioned courts. You agree that Orange County and Broward County, Florida is a convenient forum, and you waive any objection to same under forum non conveniens principles.
If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such determination will not affect the validity or enforceability of any other provision of this Agreement.