TERMS AND CONDITIONS OF SERVICES

1. AGREEMENT AND ACCEPTANCE. These TERMS AND CONDITIONS OF SERVICES (the “Terms and Conditions”), along with the approved and accepted proposal (“Proposal”) and/or finance application (“Finance Application”) shall define and confirm the terms of the agreement (the “Agreement”) between the individual or legal entity to whom the Proposal and/or Financial Application was addressed and completed by (collectively, the “Client”) and THE CARDENAL GROUP, LLC d/b/a ROOF MARKETING PROS, a Florida limited liability company (the “Agency”).  At times Agency and Client may be referred to herein as a “Party” individually and collectively referred to as the “Parties.”  Client shall signify acceptance of the Agreement by completing and signing the Finance Application and/or Proposal.
2. SCOPE OF ENGAGEMENT; SERVICES. Agency is engaged in the business of digital web-based marketing services and website development for clients across the United States (the “Marketing Services”). The Marketing Services to be provided are set forth on the scope of work, as described in the Proposal. The client desires to retain Agency to perform the Marketing Services and Agency desires to provide the Marketing Services subject to these Terms and Conditions. As part of the Marketing Services, the Client may have elected to apply for financing through one or multiple third-party financial consultants (the “Financial Consultant”), which will allow the Client to find third-party finance providers for certain financial request services and products (the “Financial Services”). Agency will facilitate this application as part of the provided Financial Services, subject to these Terms and Conditions. The Marketing Services and Financial Services may be referred to collectively as the “Services.”
3. PROVISION OF MARKETING SERVICES. Agency shall be solely responsible for determining the method, details, and means of performing the Marketing Services. Agency may at times and at Agency’s own expense employ or retain the services of such employees, subcontractors, partners, or agents as the Agency deems necessary to perform the Marketing Services, and these persons or entities shall be known as “Agents.” The Agents are not and shall under no circumstances be deemed the employees of Client, and Agency assumes responsibility for any Services provided by Agents, subject to these Terms and Conditions. Agency shall further advise Agent of their status and of the Agreement between Client and Agency. The Agency agrees to devote sufficient time, attention, and energy necessary to fulfill the terms set forth in the Proposal.  The Agency may provide such other Marketing Services as the Client may request and the Agency may agree upon from time to time, provided, however, that the Client and the Agency must make and enter into a separate Proposal for any such other Marketing Services.
4. PROVISION OF FINANCIAL SERVICES. Agency shall facilitate the Client’s application for Financial Services through a third-party Financial Consultant(s). Client agrees to provide and maintain true, current, and complete information about the Client as prompted by the Agency and consents to the Agency providing such information to third parties to facilitate the Client’s application for Financial Services. The Financial Services are offered only to assist the Client in finding information related to lenders, issuers, financial institutions, nonbank financial institutions, and/or financial services providers and the marketplace lending market (collectively “Financial Providers”). This includes, but is not limited to, information, content, and tools related to products and/or services such as credit cards, savings accounts, personal loans, life insurance, and student loans. The agency is not a lending institution or other financially related service provider. Any product or service offered or related transaction to which Client agrees or accepts from a Financial Consultant or Financial Provider is solely transacted between Client and the applicable Financial Consultant or Financial Provider and is not a part of the Services. Agency does not issue loans, credit cards, or any other financial products nor does Agency act as an agent or advisor to the Client or any Financial Consultant or Financial Provider.
5. DATE OF COMMENCEMENT. Unless otherwise indicated in the Proposal, the Services will begin on the date that the Proposal is signed, and the initial payment or deposit is made (the “Commencement Date”).  Agency is under no obligation to perform any Services unless and until the Client has signed the Proposal. 
6. Termination During the Initial Term. Regardless of the reason for termination, upon the expiration or termination of this Agreement, Client shall pay The Cardenal Group dba Roofing Marketing Pros in full for all Services actually performed by The Cardenal Group dba Roofing Marketing Pros under this Agreement prior to the expiration of the Agreement. 
7. Termination for Breach If either party breaches any provision of this Agreement, the nonbreaching party shall, upon providing written notice of such breach, be entitled to immediately terminate this Agreement, provided such breach is not cured within 30 days following such notice. If this Agreement is terminated as result of a breach, the non-breaching party shall, in addition to this right of termination, be entitled to pursue legal remedies against the breaching party. Notwithstanding the foregoing, if Client is in breach for failure to pay its fees according to this Agreement, The Cardenal Group dba Roofing Marketing Pros may terminate this Agreement effective 10 days after The Cardenal Group dba Roofing Marketing Pros provides Client written notice of such default, unless Client shall have remediated the breach within this 10-day period. 
8. Termination by The Cardenal Group dba Roofing Marketing Pros. This Agreement may be terminated immediately by Roofing Marketing Pros if: (i) Client fails to pay any fees as and when due hereunder; (ii) Client ceases to cooperate with Roofing Marketing Pros or otherwise makes it difficult for Roofing Marketing Pros to perform the Services contracted hereunder; (iii) Roofing Marketing Pros discovers that Client is utilizing Client websites related to this Agreement for any purpose that violates federal, state or local law; (iv) Roofing Marketing Pros has reason to believe that Client has violated the intellectual property rights of any third party related to this Agreement.
9. Penalty for Client’s Early Termination. Client acknowledges and agrees that The Cardenal Group dba Roofing Marketing Pros is investing substantial time and energy on the front end of the Initial Term to set up of Client Services. If Client chooses to terminate this Agreement early, Client will get a disproportional benefit for the Services. Therefore, liquidated damages must be assessed for early termination of this Agreement during the Initial Term as follows: i) In the event that Client chooses to terminate the Services in the initial six month period, the entire remainder of the balance of the Initial Annual Fee immediately becomes due and payable; or ii) if the Client terminates this Agreement during the second six month period of the Initial Term, 50% of the remainder of the balance of the Initial Annual Fee immediately becomes due and payable. 
10. Termination after the Initial Term. i. Successive Month-To-Month Terms. After the Initial Term, this Agreement will continue in Successive Month-to-Month Terms. Either party may terminate the Agreement upon 30 days written notice after the Initial Term. If Client decides to terminate this Agreement after the Initial Term, according the provisions herein, all outstanding amounts that Client owes Roofing Marketing Pros immediately become due and payable, including the final month’s pay for Services. However, after the Initial Term of the Agreement, Client will be granted, upon request, administration access to Client’s webpage on Roofing Marketing Pros hosting platform. If Client has an IT provider that understands how to transition the website, Roofing Marketing Pros will provide a complete backup that they can use at no additional charge
11. PAYMENT. Client shall pay to the Agency as compensation for the Agency’s performance of the Services, the amounts and at such frequencies shown on the scope of work on the Proposal.  The Client acknowledges that the Agency may require payment prior to the commencement of the performances contemplated by this Agreement.  In the event that this Agreement is terminated prior to fulfillment of the Services, but where Services have been partially performed, the Client agrees to compensate the Agency for the reasonable cost of such Services, as determined in the sole and absolute discretion of the Agency. 
12. CONTRACTOR LINK.. All clients of the Agency shall receive access to a third-party mobile application, “Contractor Link.” Contractor Link is provided as a value add and only to facilitate the sales process of the Client at a cost of what the signed proposal states. All information related to the Contractor Link can be found at https://app.contractor.link/. In the event that the Client wishes to terminate the services provided by Contractor Link, the Client must send an email to support@contractor.link. The Agency is not responsible for managing the Contractor Link account of the Client and it is Client’s sole responsibility to manage this account.
13. LIMITATIONS ON SERVICES. The client is responsible for accurately describing the Services desired, for providing accurate information to the Agency, and for ensuring that the Proposal accurately describes the Services requested. The client is wholly responsible for delays or damages, in whatever form, that may be reasonably caused by the Client’s failure to provide the Agency with accurate information about the Services requested before the signature of the Proposal or Finance Application. The Agency retains the right to refuse to implement changes to the Services if such changes would materially alter the Services and associated Fees (as hereafter defined) as described in the signed Proposal.  In such an event the Client may be required to submit additional Fees as reasonably necessary to complete the Services. THE AGENCY CANNOT AND DOES NOT GUARANTEE THE SUCCESSFUL APPLICATION OR ACCEPTANCE OF ANY FINANCIAL ARRANGEMENT AS CONTEMPLATED BY THE FINANCIAL SERVICES. 
14. NO REFUNDS. Unless otherwise contemplated in the Agreement, in the event of the termination of this Agreement, no portion of any payments of any kind whatsoever previously provided to Agency hereunder shall be owed or be repayable to Client.
15. DEFAULT. If either Party defaults on any of its obligations under this Agreement, the non-defaulting Party shall give written notice to the defaulting Party of such default.  The defaulting Party will have three (3) business days to cure the noticed default. If the defaulting Party does not cure the noticed default, a non-defaulting Party may claim the Agreement is in default and seek available remedies herein.
16. REMEDIES; LATE PENALTIES. Upon a Party having failed to cure its default following delivery of proper notice of such default in accordance with Section 15, the non-defaulting Party shall have the right to cancel this Agreement, upon which the Parties shall attempt to negotiate a settlement of any unpaid fees.  In the event that the Parties fail to reach such a settlement, the Parties agree to attempt to resolve such dispute through confidential, non-binding mediation, should the breaching party fail to coordinate and attend mediation, that shall be deemed as an additional breach and subject to additional attorney’s fees and costs.  If the Parties fail to reach a negotiated settlement through mediation, the Parties agree to bring the matter in the appropriate State Court in Miami- Dade County, Florida  for adjudication of same. Any and all amounts remaining outstanding after the due date and applicable cure period set forth in Section 15 shall accrue interest, from the date of completion of the work contemplated by the Proposal or the date of invoice, whichever occurs earlier, at a rate of five percent (5%) per annum, compounding annually, until paid in full.  In the event the Agency engages the services of an attorney for collection of unpaid fees, the Client agrees to pay such attorneys’ fees and costs, as well as any court costs incurred in the collection process.
17. LIMITATION OF DAMAGES.  Neither Party shall be liable for, nor shall any measure of damages include, any indirect, incidental, special, exemplary, punitive, or consequential damages or penalties for loss of income, value, profits, savings, or any other loss arising out of or relating to its performance or failure to perform under this Agreement, even if the Party against whom liability is sought to be imposed has been advised of the possibility of such damages. The Client agrees to make full payment of all amounts invoiced by Agency before bringing a complaint for damages.  The Client may not set off amounts owed.  
18. COMPLIANCE WITH LAWS. Throughout the Initial Term or any Renewal Term of this Agreement, both Client and Agency shall comply with all applicable laws, rules, regulations, orders, and directives of the United States, any state, local municipality, and foreign country, including without limitation the Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227) and all corresponding regulations (the “TCPA”).  Client acknowledges and understands that the Agency may, on the Client’s behalf, use short message service (SMS), automated phone calls, or other forms of communication permitted by the TCPA in fulfillment of its obligations under this Agreement; provided, however, that Client expressly agrees to obtain any and all consent and/or notice requirements contemplated by the TCPA, and hereby assumes any and all risk and liability relating to, or arising from the Client’s violation of the TCPA. 
19. INDEMNIFICATION.  The Client agrees to defend, indemnify, and hold harmless the Agency, its affiliates, shareholders, officers, directors, employees, agents, successors, and permitted assigns from any and all losses, damages, liabilities, deficiencies, actions, judgments, interests, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, in connection with any third-party claim, suit, action or proceeding arising out of or resulting solely from the action or inaction of the Client, its affiliates, shareholders, officers, directors, employees, agents, successors and permitted assigns, or any violation of law, including without limitation any violation of the TCPA, resulting solely from the action or inaction of the Client, its affiliates, shareholders, officers, directors, employees, agents, successors and permitted assigns.
20. CONFIDENTIALITY.  The Client acknowledges and agrees that the Services provided by the Agency are of a special, unique, and extraordinary character and that the Agency has expended considerable efforts in developing proprietary formulas, data, and search engine marketing (“SEM”) strategies in furtherance of the Services contemplated by this Agreement.  The Client understands that the Agency shall not provide the Client access to the Agency’s SEM or any information relating to any electronic, internet, Google, or Facebook (or other social media) advertising campaigns, and hereby expressly agrees that it will not manipulate, copy, duplicate, or otherwise alter the Agency’s SEM during or after any Initial Term or any Renewal Term.  
21. MUTUAL NON-DISPARAGEMENT. Subject to applicable law, each Party covenants and agrees that neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, will in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the other Party, or such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or such Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or such Party’s subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of such other parties, their products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives.
22. MISCELLANEOUS. Survival. The representations, warranties, indemnification rights, and those sections that would logically survive the termination or cancellation of the Agreement shall survive the execution of the Agreement, the performance of the obligations of Agency or Client hereunder, and the cancellation or termination of the Agreement. 
23. Governing Law & Venue. The Agreement and the relationship between the Parties will be construed, interpreted, and governed in accordance with the internal laws of the State of Florida without giving effect to any other laws or rules that would conflict with or cause the application of any other laws. If any disputes shall arise concerning the Agreement, the venue shall be laid exclusively in the state and federal courts of Miami-Dade County, Florida, which shall have exclusive jurisdiction over such dispute, and the Parties consent to the personal jurisdiction of such courts.  The prevailing Party in such legal action or proceeding of any nature whatsoever shall be entitled to recover from the non-prevailing Party all attorneys’ fees and costs incurred by the prevailing Party in connection with such dispute. 
24. Relationship of the Parties.  The Agency will provide the Services to the Client on a non-exclusive basis as an independent contractor.  Nothing in the Agreement shall be construed as creating an employment, partnership, or joint venture relationship or as preventing the Agency from providing Services to other parties.
25. Waiver. No waiver by any Party of any provision hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a continuing waiver and no failure or delay in exercising any right, remedy, power or privilege shall preclude any further exercise of said right, remedy, power, or privilege. All rights, remedies, power, or privileges are cumulative and not exclusive of one another and may be exercised concurrently or consecutively all at the sole and absolute discretion of the Party afforded such right. 
26. Merger. The Agreement represents the final, entire, and integrated agreement between the parties and supersedes all prior or contemporaneous agreements, warranties, or representations whether express or implied or written or unwritten with respect to the subject matter hereof. Indeed, the Agreement hereby supersedes, repeals, and replaces any and all prior agreements, oral or written, between the parties and between Parties or the Parties’ owners or officers with respect to the subject matter hereof, it being understood, covenanted, and agreed by the Parties that all prior agreements, oral or written, between the Parties are of no further force or effect. All transactions between the Parties shall be governed by this Agreement.
27. Modification. The Agreement may only be modified if done so in writing and signed by both the Agency and Client.  The previous notwithstanding the Services may be changed by Agency at any time in Agency’s sole and absolute discretion.
28. Severability. If one or more of the provisions of the Agreement or any word, phrase, clause, sentence, or other portion thereof are held to be invalid, illegal, or unenforceable for any reason then it shall be severed from the Agreement and shall not affect the balance of the Agreement. Provided however that if an adjudicator of competent jurisdiction finds that it is invalid, illegal, or unenforceable but that by limiting said word, phrase, clause, sentence, or other portion it shall become valid, legal, and enforceable then it shall be deemed so limited and construed to the maximum extent permitted by law. 
29. Headings. Headings herein are for the convenience of the parties only and shall not be used in the interpretation of this Agreement. 
30. Counterparts & Signatures. The Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one instrument. A Party’s signature sent by email or facsimile shall be deemed an original and binding signature. Moreover, an executed copy of the Proposal or these Terms shall have the same force and effect for all purposes the same as the original. Construction. No presumption or rule requiring that the terms of the Agreement must be construed against the party that drafted it or prepared it shall apply to this Agreement, any Exhibit, or any amendment, addendum, or other modification to the same. 
31. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. 
32. Electronic Delivery. The Parties agree that they may decide to deliver any documents related to the Agreement or any notices required by applicable law by email or any other electronic means, and the Parties consent to (i) conduct business electronically, (ii) receive documents and notices by electronic delivery, (iii) sign documents electronically, and (iv) to participate through an online or electronic system established and maintained by the Agency or a third party designated by the Agency. 
33. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if (i) delivered by hand, (ii) mailed by registered or certified mail, postage prepaid, return receipt requested, (iii) deposited with a nationally recognized courier, such as Federal Express, for next business day delivery, or (iv) communicated by facsimile or email to the Parties at the following addresses (or such other addresses for a Party as shall be specified by like notice), and shall be deemed given on the date on which so hand delivered, or the next business day following deposit with such courier or sending by facsimile or email, or on the third business day following the date on which so mailed if deposited in a regularly-maintained receptacle for United States Mail.
34. Performance Guarantee: Our company commits to a substantial increase in organic traffic over the first 12 months of your campaign following the implementation of our SEO strategies – post-website launch. If these specific targets are not met within the agreed 12-month period, we pledge to continue our services at no additional cost to you until these goals are met. This includes intensifying our efforts by enhancing your online profiles ranging from your website to your Google Business profiles/campaigns, by increasing the rate of posting content to your site with additional blogs, and location pages, and acquiring more citations and backlinks at a higher value and higher rate for increase rapid metrics. You will actively and visually see the content and work being applied to solidify this guarantee to ensure that each goal is met. We are dedicated to achieving these objectives, ensuring your satisfaction and the success of your digital presence.

If to the Agency, addressed to:

The Cardenal Group LLC d/b/a Roofing Marketing Pros

Attn:  Mauricio Cardenal

1688 Meridian Ave Unit #300

Miami Beach, Fl 33139

If to the Client, address to: 

See Proposal

Satisfaction. By signing the Proposal, the Parties represent, warrant, and agree that they have read this Agreement (including both these Terms and the Proposal), understand its terms, and acknowledge the same shall be binding upon them.

By signing this Finance Application/Proposal, you agree to be legally bound to the terms outlined in our Terms and Conditions. The Terms and Conditions will detail the agreement between yourself and Roof Marketing Pros and provide important information about our services, including fees, termination of services, etc.  Please read these Terms and Conditions carefully and let us know if you have any questions about its contents.