1. Terms of Otter PR’s Services
This Otter Love LLC Service Agreement (the “Service Agreement” or “Agreement”) is between _____________ (“you” or “your” or “client”), with an address of ___________; if you are a corporate entity, _____________, your principal signing in their individual capacity (“principal”); and Otter Love LLC d/b/a Otter PR™, Otter Leads, Otter Marketing, Otter Agency, and affiliates (“Otter PR”, “us,” “we”), a Florida limited liability company, with a principal office at 320 1st Ave N, St. Petersburg, FL 33701. 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 subscription service that automatically renews, and we will automatically bill you the fee for those services (the “Fee”), based on the selected time frame at checkout or by invoice. Unless documented in writing, all packages renew monthly until your subscription is cancelled or terminated by using the cancellation form found on Schedule “A” below. 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. If you are a separate corporate entity, we require one or more of your principals to be jointly obligated for the Fee, and all other terms and conditions herein. For the avoidance of doubt, any principal(s) who is/are a party to this Agreement shall be jointly and severally liable for your failure to pay the Fee under this Agreement, and your breach of any other terms and conditions herein.
Your Package – Otter PR offers you a variety of subscription and one-time services. Depending on the specific Package you select, Otter PR will provide you with certain public relations and marketing services, on a monthly basis, which may include advertising, lead generation, consultations, marketing, public relations writing and communications for public distribution, social media development and evaluations, website development and evaluations, and tutoring (“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”). Your Package may have its own specific terms and conditions, which are expressly integrated into this Agreement and Schedule “A.” 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. If any term or provision contained in the Payment Schedule Agreement conflicts with, or is inconsistent with, any term or provision in this Service Agreement, the provisions contained in the Payment Schedule Agreement shall govern and control.
You may modify Your Package by using the official Otter PR forms seen in Schedule “A.” All account changes require notice as outlined in Schedule “A”. For example, if account changes require more than seven (7) days' notice pursuant to Schedule “A,” and you pause, cancel, or modify your account on the first and your bill date is on the 7th, you will still be charged the full amount for the following month. If you elect to purchase the Essential Package and realize you would like additional Services, 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 or as noted in writing. 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.
Client Onboarding Form - All Packages require you to complete an Onboarding Form, which includes acknowledgment and signing of our terms of service (“Terms of Service”). The Onboarding Form is an opportunity for our team to get to know you better.
Strategy Plan – Once we start our Services to you, we may (but are not required to) provide you with a “Strategy Plan.” The Strategy Plan we create for you is our initial proposed course of action for the start 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 Strategy 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 manner in which your actual Services are provided are in 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 Strategy Plan shall not be considered a breach of this Agreement. If you disagree with any proposal in the Strategy Plan, you may request that we revise the Strategy Plan, and we will work with you to create a satisfactory Strategy Plan. To ensure you have received and reviewed the Strategy Plan, we will require that you sign and return to us a copy of the signed Strategy Plan prior to any Services being provided.
Your Delivery of the Strategy Plan and Onboarding Form - Any delay in you returning to us the signed Strategy 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 Strategy Plan, your delivery of the signed Strategy 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 Section 7 of this Agreement are void, and no refunds will be provided to you, if the Strategy 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 Strategy Plan, the Onboarding Form, Proposal, 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
A. 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, as defined below, (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, 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 perpetual, 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.
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 provide your Services.
B. 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 the Terms of Service, or as otherwise provided under the terms of this Service Agreement. Upon termination of this license, you must immediately destroy or return any of Our Materials in your possession whether in electronic or printed format.
C. For purposes of this Agreement, the term “Our Materials” means the results and deliverables 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 your 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 material whatsoever 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.
D. 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.
E. 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 and Billing
Otter PR is a subscription service and, unless otherwise memorialized in a separate payment schedule agreement, payments for the Fee are invoiced and/or collected automatically every month or as noted on the package and shall continue indefinitely until canceled 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 (“Payment Method”). We may update the accepted methods from time to time.
When you sign this Agreement, unless otherwise invoiced separately, your first 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 the recurring Fee, or otherwise agree to pay Otter PR within thirty (30) days of receipt of your invoice for services (your “Invoice”) at the then current rate, which may change from time to time. You agree you remain responsible for all Fees under the terms of this Service Agreement until you have cancelled your subscription with us or this Agreement is terminated. All subscription services renew monthly unless specified notice at checkout.
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.
You may edit your Payment Method information by contacting us at the billing email found in Schedule “A” or using this Update Payment Form found in Schedule “A.” If a subscription payment is not successfully settled due to the expiration of your credit/debit card, insufficient funds, or otherwise, you will remain responsible for any unpaid Fees, 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 timely payment for Fees, either from you or a third-party institution paying on your behalf, will have a delinquent service charge of $150.00 per occurrence. Failed or missed payments will not constitute a cancellation, and payment due will continue to accrue automatically as regularly scheduled. In addition, any unpaid Fees will accumulate interest on the unpaid balance at one and one-half percent (1.5%) per month, compounding interest, accruing from the date of the initial unpaid Fees, or otherwise at the highest interest rate allowed under the law. Notwithstanding the foregoing, You understand and agree that the amounts to be collected are not for a loan. Any unilateral deduction from Otter PR’s Fees will be deemed a breach of this Agreement. If you dispute your delinquent Fees, 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 Fees shall be deemed final and is to be paid in full without any further or future claims to the amount of the invoice. If any payment for Fees that are not otherwise in dispute is not timely received by Otter PR in accordance with the terms and conditions herein, you shall be deemed in default of this Agreement. You agree to pay all fees, costs, and expenses incurred by Otter PR in connection with any suit, action, or proceeding to enforce this Agreement, including reasonable attorneys’ fees, even if not recoverable by law.
You authorize Otter PR to electronically debit or credit your bank account, business bank account, credit card, debit card, PayPal account, or any other payment account that has been provided as a Payment Method to Otter PR from time to time. You consent to using 3rd party validation tools such as Stripe, Plaid, Authorize.net, Intuit, or others to process payments. You acknowledge that electronic debits against your account must comply with United States law. This payment authorization remains in effect until you, the customer, notify Otter PR of cancellation by completing the cancellation form seven days before the next bill date. You consent to automatic payments, electronic debits, or credits. You understand that Otter PR may change billing dates based on holidays, extensions, account credits, and other needs at Otter PR’s sole discretion. You agree and understand that any requested change to your billing must be made to Otter PR by completing and submitting the official Otter PR form as seen on Schedule “A,” and such submission must be acknowledged in writing and confirmed by the billing department. Requests not acknowledged in writing by Otter PR’s billing department, or not submitted on the official Otter PR form, will not be deemed received or processed. Once you receive confirmation from our billing department of your requested changes, please allow seven (7) days for processing before those changes take effect; this includes any requested cancellation or pause to your Services, in accordance with Section 8 herein.
Credit cards, debit cards, PayPal, and other platforms may require a 3% fee at checkout. Manual billing or invoicing may require a 5% fee. Payment by Plaid, or automatic ACH (eChecks) on Otter PR’s website will not receive any added transaction fees unless stated in writing.
5. Disputed Payments and Default
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 acknowledge liability for payments made in accordance with the 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) for any Fees, then all guarantees are void, the full contracted agreement amount will become due, no additional work will be due to you, and your rights are canceled (including, without limitation, the license granted to you under Section 3 herein), 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 full payment owed at the time of the dispute and any additional work done in processing or defending the dispute at an hourly rate of $350 per hour for all hours spent on your account. For example, if you are under a three (3) month agreement and you dispute the payment one (1) month in, you are still required to make the full three (3) month payment. 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 additional 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. You agree that prior to any arbitration filing or other filings for any claim of Otter PR’s alleged breach of this Agreement, You will provide notice to Otter PR in accordance with the notice provisions herein and allow Otter PR thirty (30) days to cure the alleged breach as a condition precedent to filing a claim.
6. Disclaimers and Limitation of Liability
A. 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 disclaim and negate 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.
B. 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.
C. 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.
D. 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
A. Subject to Schedule “A” Otter PR may occasionally offer a guarantee depending on the specific services and packages selected. Specifically, Otter PR will meet the stated Successes or Guarantees provided in Schedule “A” within a set time listed in Schedule “A” of Commencement of the Package or services start date whichever is later, or Otter PR will refund you a max of one (1) month’s Fees at the then current Package you selected or as listed in Schedule “A.” If no guarantee is listed in Schedule “A” for your given services, then all sales are final.
B. The following definitions and limitations apply to the Otter PR Guarantee based on your selected package there may be more details provided in Schedule “A”:
a. The Otter PR packages“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 Essential 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. This holds true unless a requested delay in start date is requested and approved, then the Commencement of the Package will be the first day of service provided.
b. The Otter PR packages and prices changed on October 1st, 2022. If you are on a grandfathered pricing plan or paid before October 1st, 2022 your package guarantee is limited to Guarantee Publication: “Special Offer” or Essential = 1 Success, Expert = 2 Successes, Executive = 3 Successes. No other guarantees or commitments are owed unless put in writing and signed by the Otter PR team.
c. THE OTTER PR GUARANTEE UNDER SECTION 7 IS VOID IF: (1) YOU DO NOT REPLY TO THE TEAM IN WRITING WITH THE NECESSARY INFORMATION WITHIN 48 HOURS OF COMMUNICATION BY OTTER PR; OR (2) YOU TURN DOWN OR REJECT ANY OF OUR PLACEMENTS OR STRATEGY, OR (3) YOU DO NOT COMPLETE THE ONBOARDING FORM AND STRATEGY PLAN (4) YOU ARE UNKIND, RUDE, INAPPROPRIATE, USE PROFANITY, THREATEN, SEXUALLY HARASS, AS WELL AS HARASSMENT RELATED TO RACE, ETHNICITY, NATIONAL ORIGIN, DISABILITY, RELIGION, AGE, GENDER, SEXUAL ORIENTATION, GENDER IDENTITY, OR OTHER TYPES OF HARASSMENT, ATTEMPT TO INTIMIDATE, MAKE ALLEGATIONS, OR GENERALLY MAKE THE OTTER PR TEAM UNCOMFORTABLE OR FEEL UNSAFE; OR (5) CANCEL YOUR SERVICE, RECEIVE A REFUND, REJECT QUOTES OR ARTICLES, REJECT SUCCESSES, WINS, LEADS, OR DELIVERY OF SERVICE, MISS INTERVIEWS, DISPUTE PAYMENTS, FAIL TO PAY INVOICES OR BILLS, MAKE YOURSELF UNAVAILABLE TO THE TEAM OR REFUSE SERVICES. FURTHER, IF WE FIND YOUR COMMUNICATION IS NOT ACCEPTABLE AS REQUIRED TO ACHIEVE YOUR SUCCESSES, IN OUR SOLE AND ABSOLUTE DISCRETION, THE GUARANTEE IS VOID.
8. Cancellation / Pausing / Credits / Extensions / Buyer's Remorse
A. You may cancel this Agreement at any time by completing the cancelation form as seen in Schedule “A” 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 cancellation request within the cancellation window as noted in Schedule “A” before your renewal date. Upon timely receipt of your cancellation request, this Agreement will terminate on your renewal date.
B. You may pause your account using our pause request form in Schedule “A” 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. You may pause your account no more than one (1) time in a given six (6) month period, and Otter PR’s retainer program may not be paused.
C. Otter PR may, from time to time, offer customer credit. Credits are offered at Otter PR's sole discretion. Credits expire three (3) months from the original order date. After three months, any credit, extension, or paused service will expire, and NO refund will be provided.
D. ALL SALES ARE FINAL. Once an order is placed, it will not be refunded for "buyer's remorse" or any other reason unless directly related to an Otter PR guarantee listed in Schedule “A.” Refusing service will not result in a refund or credit.
E. If you need a refund for any reason, you must request a refund using our refund request form found in Schedule “A”. Refunds will not be provided unless stated in our terms at Otter PR's sole discretion. Refund requests may take up to 10 business days to review by the Otter PR team. If you dispute the payment before Otter PR makes a decision, you forfeit any rights to a refund and will be contractually obligated to make a repayment in full for any disputed payments. Refund request forms must be submitted within thirty (30) days of the last day of service, or they will be automatically denied.
F. If you need a refund for any reason, Otter PR may, in its sole discretion, offer a max refund in an amount not to exceed the equivalent value of thirty (30) days of Fees paid to Otter PR by you for Services (“Refund Limit”). The Refund Limit shall be calculated pro rata if you are not on a monthly payment schedule.
A. 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.
B. Each party agrees that during the term of this Agreement and for a period of two (2) years after its expiration or termination, neither it nor any of its Affiliates (including any entity owned by the owners or managers of such party), employees, subcontractors, nor anyone acting on their behalf will solicit, hire, or attempt to hire or engage (directly or indirectly) any employee or independent contractor of the other party who is then employed by the other party.
C. The client consents to receive emails, text messages, calls, or other forms of communication from Otter PR for both marketing and service purposes. The client acknowledges that providing consent is voluntary and that they can refuse to consent to market communications without any negative consequences, but they understand that service communications are essential to their engagement with Otter PR.
D. You hereby acknowledge that as a function of this Agreement, you or your officers, members, managers, employees, and/or contractors (collectively “Personnel”) will be interacting with us through phone, video calls and conferencing, or by some other electronic or remote method (“Remote Communications”). You (i) consent to the recording of the Remote Communications of you and any of your Personnel in connection with this Agreement or any potential transaction and (ii) if applicable, you agree to obtain any necessary consent of, and give notice of such recording to, such Personnel. You further release, waive, discharge, and covenant not to sue us from and against any and all liability in any manner connected with the use and exercise of the rights granted and/or arising out of or related to the use or reuse of you and any of your Personnel’s appearance, name, voice, image, likeness and/or biographical information as they may appear in the recorded Remote Communications (including without limitation, claims based upon harm to reputation, disparagement, invasion of privacy and/or publicity). You hereby authorize us to use the recorded Remote Communications, in whole or in part, for any purpose whatsoever, including but not limited to in connection with the Services, any other production, advertising, promotion and/or merchandising of the same and further acknowledge that such recordings may be exploited in any and all media now known or hereafter devised, throughout the world, in perpetuity. You understand that you shall not be entitled to any compensation in connection therewith. You further agree to obtain from your Personnel, as applicable, any release or consent required to grant us the rights contemplated in this Section.
E. 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.
F. 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.
G. 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.
H. 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.
I. 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. For the purposes of this provision, the “substantially prevailing party” shall be the party that the court or arbitrator determines has suffered the greater amount of monetary damages, as between the parties.
J. In addition to the indemnification terms in Section 3(G) herein, and in no way limiting same, 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.
K. 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 a maximum of $15,000.
L. 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).
M. 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.
N. 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 Pinellas 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. Notwithstanding the foregoing, Otter PR may bring any claim solely for the purpose of debt collection or for injunctive relief directly in the appropriate federal or state court in Pinellas County, Florida, and such an action may be filed and maintained notwithstanding any ongoing discussions between the Parties or any ongoing arbitration proceeding.
O. 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 Pinellas County, Florida. You agree not to commence or prosecute any such action, claim or proceeding other than in such aforementioned courts. You agree that Pinellas County, Florida is a convenient forum, and you waive any objection to same under forum non conveniens principles.
P. 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.
1. Cancellation or package changes require more than seven (7) days' notice through one of the official Otter PR forms. For long-term contracts or agreements with payment terms longer than one (1) month, you must provide twenty (20) days' notice of account changes.
2. All services will automatically renew and will be automatically billed unless canceled within the provided cancellation time frame.
3. Needed forms and contact details:
a. Cancellation form: https://otterpr.com/cancellation/
b. Update payment method: https://otterpr.com/update
c. Pause request form: https://otterpr.com/pause-request/
d. Refund request form https://otterpr.com/refund
e. Billing email: Billing@otterpr.com
4. Service & Guarantee
a. Subject to Section 4(c) below and 7 of the Otter PR Service Agreement, Otter PR promises 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 ninety (90) days of Commencement of the Package or Otter PR will refund you a max of one (1) month’s Fees at the then current Package you selected.
b. Depending on the Package you purchase, the applicable promises may include the below. All services must be expressly written into your package. If the listed item is not shown in your package, it is not included.
i. Guarantee Publication: “Special Offer” or Essential = 1 Success, Expert = 2 Successes, Executive = 3 Successes
ii. Guaranteed Top-Tier Publications: Packages may from time to time include "Guaranteed Top-Tier Publications" this guarantee contains one (1) guaranteed placement per quarter (every three months) of active paid service. The definition of a “top tier publication” shall be determined by Otter PR in its sole and absolute discretion. Specific outlets and/or publications are never guaranteed unless expressly written in the package.
iii. Pitching and Story Creation: Otter PR may, from time to time, pitch to the media and create stories or releases on your behalf to garnish public attention.
iv. PR Team: The PR Team may include one or more PR professionals assigned to a client's account.
v. PR Strategy: A PR strategy is a written or verbal plan that may be followed to represent the client in the media. Plans may be changed or updated by Otter PR in its sole and absolute discretion.
vi. Market Research: Market research blends consumer behavior and economic trends for the purpose of confirming and improving your business idea and plan. From time to time, Otter PR may use market research when creating press releases and pitches.
vii. Writing Team: Otter PR has a team of writers that may work on the back end of your account to help you achieve desired results. You may or may not have direct contact with the writing team.
viii. Industry Media Monitoring: Otter PR may track topics across print, online, broadcast, and other media on your behalf.
ix. Pitching: Depending on your selected package, Otter PR may reach out to contributors, editors, journalists, and broadcasters on your behalf to attempt to earn you digital, Television, contributor, podcast, radio, and print opportunities.
x. Crisis Management Strategy: Otter PR may, from time to time, provide advice or consult on crisis situations or the potential of a crisis situation. Full-service crisis management and planning may be provided at an added cost.
xi. External Communication Audit: May be used to review and measure the effectiveness of the communication tools currently in place and how messages are being perceived by target audiences. With the results of these audits, Otter PR may inform the client of the areas where improvement is needed to correct these communication deficits.
xii. Ghostwriting: Otter PR may complete writing on the client's behalf. Clients must request work. By default, if ghostwriting is included in your package, you are provided up to 1,000 words per month and 1 hour of research. Credits do not carry over and expire each month. Services are limited to contributorship articles, blogs, and guest articles.
xiii. Media Training: Specialized form of communication training for interacting with media. The goal of media training is to assist and prepare your employees to represent your company or organization to the media.
xiv. Linkedin Posting: If your package includes Linkedin, we may, from time to time, post on your behalf. Our standard Linkedin package comprises of, at most, one thought leadership style post per week based on media successes or pitches we have created.
xv. Online Reputation Management: As part of Otter PR's ongoing PR efforts, we may monitor your sentiment in the media and act to improve it through media placements, suppression, and other widely accepted techniques.
xvi. Senior PR Strategist & Team: Otter PR will provide you with the best match possible for your account based on Otter PR’s discretion. This may include our most senior team or the team with the highest qualifications to communicate your mission and goal.
xvii. Retainer Program: Otter PR may offer from time to time a retainer program. No express guarantees are included in this package; however, you will be provided the option of 1 credit per month. This credit can be used by request for a published article, press release, pitch, or written article not to exceed 1,000 words in length. Credits not used will expire.
xviii. Custom Packages: Custom Packages = no guarantee unless expressly stated in the terms of the Custom Package. The Otter PR Team must communicate any guarantees in writing.
xix. Refunds: Otter PR may, from time to time, offer a "No questions asked" 30-day refund. This refund opportunity will be for a max of one-month payment and must be presented in writing. If you are on a long-term contract, with payment terms more than one month at a time, only one month of services can be refunded. You must ask for a refund by using the refund request form found in Schedule “A” within 30 days of first signing up with Otter PR and first payment. The no questions asked refund is only for subscription PR services. To be eligible, you must have completed your Strategy Plan and onboarding form. If you request a refund and it is approved, you will surrender IP and/or material produced by the Otter PR team, and no further work or guarantees will be owed to you.
C. The following definitions and limitations apply to the Otter PR Guarantee:
a. “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.
b. “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.
c. “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.
d. 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.
D. Reporting & Case Studies: The client may request up to four (4) end-of-week reports in a given month. Otter PR may report on ALL media successes a client earns during its paid or paused time at Otter PR whether or not we were directly responsible. This might include success after cancellation if Otter PR was involved with the story in any way at Otter PR's discretion. Otter PR may at times report on Search Engine Optimization (SEO) rankings, paid ads, revenue, social share value, and other metrics depending on the service rendered.