1. Services.
Straight North provides the services (“Services”) outlined in the attached statement of work (“SOW”). Any future services provided by Straight North will also be subject to these Terms. Each SOW will specify the deliverables (“Deliverables”) to be developed and delivered by Straight North, the applicable payment terms, any additional terms and conditions, and all other relevant information. In the event of a conflict between these Terms and the provisions in the SOW, the provisions of the SOW shall prevail, but only for that specific SOW.
2. Payment Terms.
a. Fees. All fees (“Fees”) are detailed in the attached or applicable SOW. Payment for Services is required upon execution of these Terms or the applicable SOW. All payments are non-refundable.
b. Delinquent Payments. The Client shall be responsible for all costs associated with the collection of any delinquent payments, including but not limited to collection fees, collection agency fees, attorneys’ fees, court costs, and related expenses.
c. Expenses. The Client is responsible for reimbursing Straight North for all service-related expenses, including but not limited to parking, cab fare, airfare, and hotel costs.
d. Taxes. The Client shall pay all sales and other taxes levied on the Fees, regardless of designation.
3. Confidentiality.
Each party acknowledges that it will have access to the other party’s confidential information concerning business, ideas, know-how, plans, employees, and other proprietary information (“Confidential Information”). Confidential Information includes all information, whether tangible or intangible, that is marked or designated as confidential or that should reasonably be considered confidential under the circumstances of its disclosure. Each party agrees not to use the other party’s Confidential Information for its own benefit or the benefit of any third party, except as necessary to fulfill its obligations related to the Services. Neither party will disclose the other party’s Confidential Information to any third party and will take reasonable precautions to protect the confidentiality of such information, at least as stringently as it protects its own Confidential Information. Information will not be considered Confidential Information if it: (a) was known to the receiving party prior to disclosure by the disclosing party; (b) becomes known to the receiving party from a source other than the disclosing party, provided that the source is not bound by a confidentiality obligation to the disclosing party; (c) becomes publicly known through no breach of these Terms by the receiving party; or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information if required by a governmental agency or by operation of law, if it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure.
4. Ownership.
a. Deliverables. Except as otherwise specified in the SOW, the Client is granted a limited, non-exclusive license to use the Services and Deliverables during the term specified in the applicable SOW. For Deliverables identified in the SOW as acquired by the Client, Straight North hereby assigns all copyrights in the Deliverables (excluding all Straight North Property as defined below) to the Client.
b. Straight North Property. Notwithstanding subsection (a) above, Straight North shall retain sole and exclusive ownership of all rights, titles, and interests in its own intellectual property, including but not limited to underlying know-how, concepts, techniques, technology, software, preliminary designs, proposals, ideas, processes, models, templates, and tools (collectively, “Straight North Property”). This includes any intellectual property used to provide the Services, create the Deliverables, or developed by Straight North or any third party independently of the SOW, or applicable to Straight North’s services generally and not client specific. The Client shall acquire no rights or interests in the Straight North Property, except for a non-exclusive, non-transferable, royalty-free right to use the Straight North Property solely in connection with the Services and Deliverables provided hereunder.
c. Client Property. The Client shall retain sole and exclusive ownership of all rights, titles, and interests in any content provided to Straight North for the provision of Services or the creation of Deliverables as specified in the SOW. This includes any URLs identified for use on their websites, as well as trademarks, copyrights, patents, or other trade secrets (“Client Property”). The Client grants Straight North a limited license to use the Client Property solely for the purposes of providing Services or creating Deliverables as specified in the SOW. The Client warrants that it has the authority to grant such licenses.
5. Service Specific Terms.
The following terms will apply if the Client requests any of the Services described by Straight North.
a. Search Engine Optimization (SEO) and Link Building.
i. Billing and Service Terms. The Services have a minimum commitment period as defined in the SOW, beginning on the campaign’s designated start date. After the minimum commitment period ends, the Services auto-renew. The first service charge occurs immediately upon receipt of the signed SOW. Straight North requires full payment of the Client’s first month of service fees before any work can begin. Subsequent payments are processed on the first day of each calendar month for services to be delivered that month. If a payment is declined for any reason, the Services will be suspended on the first day of the calendar month until payment is received. Straight North does not honor Client requests to pause monthly billing or service.
ii. Website Changes. The Client agrees to provide Straight North with a working content management system (“CMS”) admin login for the purpose of content publishing. By providing this login, the Client authorizes Straight North to publish content on the Client’s website. If the Client does not provide a login, the Client will be responsible for publishing the content. All other website changes are not included in the scope of this agreement.
iii. Geographic Targeting. The Services are limited to SEO campaign results within the United States. This means the campaign does not focus on SEO results in other countries.
iv. Service Termination. Cancellation requests must be submitted in writing via email. Cancellations are not allowed during the minimum commitment period. To cancel services at the end of the minimum commitment period, the request must be received at least 30 days prior to the end of that period. For requests received after the minimum commitment period or during the last calendar month of the minimum commitment period, services will be terminated 30 days after receipt of the written notice, and a prorated fee will be charged immediately. No fees will be credited or refunded.
b. Paid Advertising.
i. Third-Party Billing and Service Terms. For Google Ads, Microsoft Advertising, Amazon Ads, Meta Advertising, X Ads, and LinkedIn Ads (“Ad Platforms”), a credit card is used for initiation and ongoing billing, with the monthly media spend charged directly to the Client’s credit card. The Client agrees to the billing and service terms of the Ad Platforms and acknowledges that they have entered into legally binding agreements with these platforms. The Client voluntarily releases Straight North from any legal liability arising between the Client and the Ad Platforms. Ad Platform billing information: Google (https://support.google.com/google-ads/answer/6311), Microsoft (https://help.ads.microsoft.com/apex/index/3/en-us/52026), Amazon (https://advertising.amazon.com/help/GUJY2CG5DTCPDCVQ), Meta (https://www.facebook.com/business/help/364871547019868), X https://business.x.com/en/help/account-setup/billing-basics.html and LinkedIn (https://www.linkedin.com/help/linkedin/answer/a417978/billing-frequency-for-self-service-advertising). Ad Platform service terms: Google LLC Advertising Program Terms (https://billing.google.com/payments/paymentsinfofinder), Microsoft Advertising Agreement (https://help.ads.microsoft.com/#apex/ads/en/60226/0), Amazon Advertising Agreement (https://advertising.amazon.com/terms), Meta Advertising Standards (https://transparency.meta.com/policies/ad-standards/), X Ads Policies (https://business.x.com/en/help/ads-policies.html) and LinkedIn Ads Agreement (https://www.linkedin.com/legal/sas-terms).
ii. Billing and Service Terms. To begin work on new campaigns, Straight North requires payment of 100% of the campaign development fee as set forth in the SOW. The Services have a minimum commitment period as defined in the SOW, which begins on the first day of the first calendar month of service. After the minimum commitment period ends, the Services auto-renew. The monthly media budget documented in the SOW is set as the Client’s monthly media budget. The monthly management fee is $1,000 or 15% of the monthly media budget, whichever is greater, and cannot be reduced during the minimum commitment period. Straight North designates a start date for the launch of the Client’s new campaign or the takeover of the management of the Client’s existing campaign. If the Client’s designated start date is on the first of the calendar month, Straight North requires full payment of the first month’s service fees before launching the new campaign or taking over the management of the existing campaign. For designated start dates after the first day of a calendar month: (a) Straight North requires a prorated payment of the Client’s partial month’s service fees before launching the new campaign or taking over management of the existing campaign; (b) Straight North prorates the Client’s monthly media budget for the initial partial month; (c) the monthly management fee for the partial month does not count towards the fulfillment of the minimum commitment period. Payments are processed on the first day of each calendar month for services to be delivered within that month. If a payment is declined for any reason, the Services will be suspended until payment is received.
iii. Monthly Media Budget Modifications. Monthly media budget modification requests must be submitted to Straight North in writing via email. For requests to increase the monthly media budget, the following actions occur on the next business day after receipt of the request: (a) the new monthly media budget is set; (b) the prorated media budget is applied to the current month; (c) the new management fee is calculated; (d) the prorated management fee for the current month is processed; (e) the monthly management fee is updated to the new amount for processing starting on the 1st day of the next month. Requests to decrease the media budget are processed on the next business day after receipt of the request. If the request to decrease the media budget is received within the minimum commitment period, the monthly management fee remains unchanged until the minimum commitment period has ended. The new monthly management fee is calculated on the last day of the final month of the minimum commitment period and processed on the first day of the following month. If the request to decrease the media budget is received after the minimum commitment period has ended, the new monthly management fee is calculated on the last day of the month following receipt of the request and processed on the first day of the following month.
iv. Campaign Pause Requests. Client requests to pause an Ad Platform campaign must be submitted to Straight North in writing via email. These requests are processed on the next business day after receipt. Straight North will pause only the Client’s actual media spend with Ad Platforms. The Client’s monthly management fee paid to Straight North is not paused and continues to be billed as specified in the applicable SOW. Straight North does not honor requests to pause the monthly billing of the management fee.
v. Landing Pages. Straight North may provide landing pages for Client campaigns. Straight North retains ownership rights to all landing pages created on behalf of the Client. Due to the complex nature of campaign and tracking integration, all landing pages are stored on a specialized hosting platform. The Client will not have access to this hosting platform, and the landing pages cannot be transferred off the servers.
vi. Service Termination. Cancellation requests must be submitted in writing via email. Cancellations are not allowed during the minimum commitment period. To cancel services at the end of the minimum commitment period, the request must be received at least 30 days prior to the end of that period. For requests received after the minimum commitment period, or during the last calendar month of the minimum commitment period, service delivery will be terminated 30 days after receipt of the written notice, and a prorated fee will be charged immediately. Straight North will honor the Client’s request to immediately pause the Ad Platform accounts and the associated monthly media spend. No fees will be credited or refunded.
c. Website Projects.
i. Billing Terms. A down payment of 25% of the fee is required upon execution of these Terms or the applicable SOW for web design and development. Three additional payments of 25% of the fee will be invoiced monthly, starting one month after the execution of these Terms or the applicable SOW.
ii. Changes. Upon receiving a request for changes, Straight North will estimate the number of project change hours needed to complete the request and confirm with the Client if they want to proceed. Once the estimate is approved, Straight North will proceed with the work and deduct the actual time spent from the Client’s project change hours upon completion. The Client is responsible for reviewing, editing, and approving the final content.
iii. Development Hosting Environment. Straight North will open a free hosting account with Pantheon Systems, Inc. (“Pantheon”) at https://pantheon.io/register upon execution of these Terms or the applicable SOW. Straight North will use this environment for all development work.
iv. Production Hosting Environment. Prior to launch, the Client must upgrade to a paid Pantheon account that accommodates the production website’s unique monthly visitor total. Pantheon requires a credit card for monthly billing. Straight North is not responsible for any aspect of the Client’s relationship with Pantheon. The Client may need to upgrade the Pantheon account or pay usage overages if the production website receives a large number of monthly pageviews. If the Client chooses to use a different hosting provider, they must notify Straight North within thirty (30) days of the signed SOW date. The alternative hosting provider must meet the hosting specifications provided by Straight North.
v. Warranty. Straight North provides a 30-day warranty on all web development work completed. This warranty covers bug fixes from the date of launch for a 30-day period. Bug fixes within the warranty timeframe are completed at no cost. If the Client decides to host their website with a third party other than Pantheon: (a) Straight North does not provide any warranty for bug fixes related to the hosting environment; (b) the Client pays Straight North’s standard hourly rate for the investigation of issues and bug fixes related to the hosting environment; (c) if Straight North does not deploy the website on the non-Pantheon, Client-selected hosting provider, no warranty is provided. After the warranty period, all work is considered new work and is charged at Straight North’s standard hourly rate.
d. Hourly Services.
i. Applicable Services. Any SOW that includes hours, such as Support Hours, SEO, and Paid Advertising.
ii. Expiration. Hours included in an SEO or Paid Advertising SOW expire on the service cancellation date. All other hours expire 24 months from the date of the respective SOW.
6. Phone Call and Form Submission Tracking.
Straight North may provide phone call and form submission tracking technologies that integrate into the Client’s website(s) and/or landing page(s). These technologies can capture, track, record, and store data from online form submissions and phone calls generated by visitors to the Client’s website.
7. Warranties; Disclaimer.
a. Client’s Warranties. The Client warrants that: (i) it has full power and authority to enter into these Terms; (ii) these Terms have been duly authorized, executed, and delivered, and constitute a valid, binding contract; (iii) it will comply with all third-party license terms; and (iv) any content (textual and non-textual) provided to Straight North is owned by the Client or the Client has permission from the rightful owner to use such content, and such content, including any trademarks, copyrights, or other intellectual property, does not violate any third party’s rights. The Client is solely responsible for obtaining legal clearance for any marketing practices or content displayed, developed, or executed by Straight North on behalf of the Client and for obtaining all necessary rights to all content unless such content is developed entirely by Straight North. The Client is also solely responsible for reviewing and approving all content that will appear on the Client’s website or any other materials and is solely responsible for the accuracy of such content.
b. Straight North Warranties. STRAIGHT NORTH WARRANTS THAT: (I) IT HAS FULL POWER AND AUTHORITY TO ENTER INTO THESE TERMS; AND (II) THESE TERMS HAVE BEEN DULY AUTHORIZED, EXECUTED, AND DELIVERED BY IT, CONSTITUTING A VALID AND BINDING CONTRACT. THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” EXCEPT AS SET FORTH IN THIS SECTION, STRAIGHT NORTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. STRAIGHT NORTH DOES NOT WARRANT THAT THE DELIVERABLES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
c. Links to Other Websites. The Client’s websites, landing pages, or any other marketing materials may contain links to, or be accessible from, related or unrelated websites and resources. Straight North shall not be liable for any loss, injury, claim, liability, or damages of any kind arising out of or in connection with such links.
8. Limitation of Liability.
In no event shall Straight North be liable to the Client for any special, consequential, incidental, punitive, or indirect damages of any kind, including without limitation, lost profits or lost savings, even if Straight North has been advised of the possibility of such damages. Straight North’s liability to the Client shall not exceed the amounts paid by the Client to Straight North under the applicable SOW in the twelve (12) month period immediately preceding the occurrence of the claim.
9. Indemnification.
The Client agrees to indemnify, defend, and hold Straight North and its officers, directors, agents, vendors, licensors, and subcontractors (collectively, the “Indemnified Parties”) harmless from and against any and all third-party claims, liabilities, costs, and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of: (a) any breach by the Client of these Terms; (b) inaccurate, incomplete, or improper assertions regarding the Client’s products and services or those of the Client’s competitors that may be contained in any marketing communication or appear on the Client’s websites, and were approved by the Client; (c) any advertising element furnished by the Client that allegedly violates a personal or property right of anyone, including but not limited to claims for libel, slander, defamation, copyright or trademark infringement, invasion of privacy, misappropriation of ideas, piracy, and plagiarism; (d) representations made by the Client; (e) any agreement between the Client and a third party, including but not limited to Google LLC , Microsoft Corporation, Amazon, Inc., Meta Platforms, Inc., X Corp, and LinkedIn Corporation, or any other third party’s license terms, including the use of any material in violation of such terms; (f) any use of the Client’s website or services; (g) Client Property, content, information, and services provided by the Client; and (h) any and all actions, conduct, or acts of omission by the Client. The Client shall cooperate as fully and reasonably required in the defense of any claim. Straight North reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Client.
10. Term, Termination.
a. Term. These Terms shall commence on the Effective Date and continue until terminated in accordance with this Section. Upon completion of all outstanding Services, either party may terminate these Terms with ten (10) days prior written notice to the other party, unless the applicable SOW provides for automatic renewal.
b. Termination for Breach. Either party may terminate these Terms with written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving notice. Additionally, Straight North may terminate these Terms immediately if the Client: (i) fails to pay Fees due; or (ii) fails to cooperate with Straight North or hinders Straight North’s ability to perform the Services.
c. Effects of Termination. All Fees owed by the Client to Straight North shall become immediately due and payable upon termination or completion of these Terms.
d. Survival. Sections 3, 4, 7, 8, 9, 10(d), 11, and 12 shall survive the termination or expiration of these Terms.
11. Non-Solicitation.
Straight North employees may be in direct contact with the Client or working behind the scenes to provide Services. From the Effective Date until two (2) years after the completion of the Services provided by a Straight North employee, neither the Client nor any affiliate of the Client shall offer employment to any employee of Straight North who has provided Services to the Client. The Client acknowledges and agrees that a breach of this Section would cause Straight North irreparable injury. In the event of a breach or threatened breach of this Section, Straight North shall have the right to seek specific performance, an injunction, or other equitable relief to prevent the unauthorized offer of employment or employment of a Straight North employee in violation of this Section.
12. Miscellaneous.
These Terms set forth the entire agreement and understanding between the parties regarding the subject matter hereof, superseding all prior oral and written agreements and understandings. These Terms may only be amended by a written instrument signed by both parties. No waiver of any provision of these Terms shall be deemed or constitute a waiver of any other provision, nor shall it constitute a continuing waiver unless expressly stated. If any provision of these Terms, or in any other instrument referred to in these Terms, is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision. These Terms shall be governed by the laws of the State of Illinois, excluding its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the federal and state courts in or near Chicago, Illinois. Nothing herein shall create a partnership or joint venture between the Client and Straight North. Neither party shall have the power to obligate or bind the other without prior written approval. The Client may not assign any rights, obligations, or duties without Straight North’s prior written consent, which may be withheld at Straight North’s discretion. Straight North may assign its rights and obligations to any party or entity without the Client’s consent. All obligations and duties of the Client shall bind its successors and assigns. Straight North may engage subcontractors in delivering Services at its reasonable discretion. These Terms may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The Client agrees that Straight North may use the Client’s name for references, presentations, customer identification lists, brochures, manuals, and marketing materials. Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, such as natural disasters, war, civil disturbances, governmental regulations, or other similar events.