Otter PR™ Service Agreement
1. Terms of Otter PR’s Services
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 that automatically renews each month, and we will automatically bill you 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 Rookie, The Varsity, 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”). Prior to entering this Agreement, you must select a Package that specifically details 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 our 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 Rookie 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 Varsity. 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. Please contact us if you have any questions regarding Package modification.
30/60/90 Day Plan – Additionally, once we start our Services to You, we may provide you with our “30/60/90 Day” Plan. The 30/60/90 Day Plan is simply a proposed course of action with our suggested timeline. Importantly, our actual execution of your Services are dependent on multiple factors, and execution of your Services are at our full discretion. Accordingly, you understand that our failure to meet any term or date as may be provided in the 30/60/90 Day Plan shall not be considered a breach of this Agreement. If any term or provision contained in the 30/60/90 Day Plan conflicts with, or is inconsistent with, any term or provision in this Service Agreement, the provisions contained in our Service Agreement shall govern and control.
3. Use License
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 in connection with your properties. 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 Materials in your possession whether in electronic or printed format.
For purposes of this Agreement, the term “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.
4. Automatic Payment Terms
Otter PR is a subscription service and payments 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 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”) 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 $250 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 in court 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 $250. This provision shall survive any cancellation or termination of this Agreement.
6. Disclaimers and Limitation of Liability
The Services and Materials are provided on an “as is” basis without any representations or warranties. Otter PR makes no warranties regarding its Services and/or 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 Materials, including without limitation any materials on any sites linked to our Services or 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 the Materials, even if Otter PR or an Otter PR authorized representative has been notified orally or in writing of the possibility of such damage.
Otter PR does not warrant that any of its Services and/or 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 the Materials.
7. The Otter PR Guarantee
Subject to Section 12(c) below, Otter PR promises to customers who subscribe to the Rookie, Varsity, 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:
The Rookie = 1 Successes
The Varsity = 2 Successes
The 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 Rookie Package, means January 1st. Under that same example, if on February 1st you upgrade your package from The Rookie to The Varsity Package, then the Commencement of the Package, for the Varsity 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 30 and traffic greater than 1000 visits per month.
A “Guaranteed Audio” (e.g., radio or podcast opportunity) will have a minimum reach of 1000 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) TURN DOWN OR REJECT ANY OF OUR PUBLICATIONS. FURTHER, IF WE FIND YOUR COMMUNICATION IS NOT ACCEPTABLE AS REQUIRED TO ACHIEVE YOUR SUCCESSES, IN OUR SOLE DISCRETION, THE GUARANTEE IS VOID.
You may cancel this Agreement at any time by contacting firstname.lastname@example.org in writing 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.
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.
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.