MileMark Media™ Services Agreement

The following subscription agreement and MileMark Media™’s Acceptable Use and Service Guidelines govern your use of MileMark Media™ services. By subscribing to the Custom Website Solution service, you are entitled to one Custom Website design based on a creative consultation with a MileMark Media™ Project Manager.

Domain Name Registration

Your MileMark Media™ service may include a domain name registration for one year. The MileMark Media™ domain name registration service is optional if you have already registered a domain name. Prior to the expiration of the initial registration period, you may be notified regarding renewal options and fees associated with renewal. Any domain name registration included with a Custom Website Solution service is subject to the applicable registration and renewal terms.

Starting Your Subscription

In order to begin your MileMark Media™ service, you are required to review and sign either a paper or electronic version of the applicable Website Order Form. There is a one-time design fee equal to half of the Custom Website Solution Service cost to establish your account, unless otherwise specified in the applicable Order Form. The monthly subscription fee will begin on the second month after the date on the applicable Order Form, unless otherwise specified in the Order Form. MileMark Media™ may limit the number of law firms it serves within a particular practice area and geographic location.

Duration of Subscription; Initial Term and Renewal

Subscriptions to MileMark Media™ services are provided on a continuous subscription basis. The initial subscription term (the “Initial Term”) shall be the six-month, one-year, two-year, or other period identified in the applicable Order Form. Monthly billing will begin on the second month after the date on the applicable Website Order Form, unless otherwise specified in the applicable Order Form. During the Initial Term, Customer’s subscription shall remain in effect for the full Initial Term unless otherwise terminated in accordance with this Agreement. The expiration of the Initial Term does not automatically terminate the subscription. Upon expiration of the Initial Term, the subscription will automatically continue on a month-to-month basis, with recurring billing occurring on the applicable billing cycle, unless and until the subscription is properly terminated in accordance with the termination and notice requirements of this Agreement. The month-to-month continuation of the subscription is a continuation of the same subscription and does not create a new agreement or eliminate, modify, shorten, or otherwise affect any notice, payment, cancellation, licensing, ownership, or other obligations contained in this Agreement. The conversion of the subscription to a month-to-month billing cycle after the Initial Term does not mean that the subscription automatically terminates at the end of any particular billing cycle. The subscription remains active until the effective termination date established in accordance with this Agreement.

Subscription Service Model

Digital marketing and search engine optimization services are strategic and ongoing in nature. The effectiveness of such services is based on continuous campaign management, strategic planning, analysis, testing, and optimization across multiple digital channels and assets.

As a result, the value of services provided may not be reflected in any single action, task, or deliverable during a given period. Clients acknowledge that marketing services are not transactional or task-based services and therefore are not subject to retrospective auditing or itemization of activities. The absence of any particular deliverable, report, or communication during a specific time period does not indicate that services were not performed. MileMark Media™ performs numerous technical, analytical, and strategic activities in the normal course of campaign management, many of which occur behind the scenes and may not be visible to the client.

These activities may include, but are not limited to:

• Website adjustments;
• Search optimization improvements;
• Technical monitoring;
• Analytics review;
• Competitor analysis;
• Performance testing; and
• Strategic planning.

Accordingly, MileMark Media™ is not required to provide a detailed accounting, itemized task list, or work log of internal activities performed during the course of providing services. Performance reports may be provided periodically for informational purposes. The timing or delivery of such reports does not determine whether services have been performed, and the performance of services under this Agreement is independent of reporting delivery. Continued use of services without written objection constitutes acceptance of the services performed during that billing period. Any dispute regarding services or billing must be submitted in writing within fifteen (15) days of the applicable credit card, check, or ACH payment date each month. Failure to dispute within this time constitutes acceptance of the services and charges.

Terminating Your Subscription and Cancellation Policy

MileMark Media™ reserves the right to change this subscription agreement from time to time. Charges and payment terms may be changed in accordance with the applicable price schedule. All other provisions may be changed by MileMark Media™ upon notice. Continued use of the services and materials following any change constitutes acceptance of the change. MileMark Media™ may terminate this subscription agreement at any time for any reason, subject to applicable law. MileMark Media™ may suspend or discontinue providing services and materials and may pursue any remedy legally available if Customer fails to comply with any of its obligations under this Agreement.

Customer Termination and Notice Requirements

Customer may terminate its subscription only by providing MileMark Media™ with at least sixty (60) calendar days’ prior written notice of termination. The sixty (60)-day notice requirement applies at all times, including during the Initial Term and during any subsequent renewal, month-to-month, or other continuation of the subscription. The expiration of the Initial Term or the conversion of the subscription to a month-to-month billing cycle does not eliminate, shorten, modify, or otherwise affect the sixty (60)-day termination notice requirement. A termination notice must clearly state Customer’s intent to terminate the subscription. A termination notice does not immediately terminate the subscription and does not immediately stop recurring charges. Unless a later termination date is requested by Customer and accepted by MileMark Media™ in writing, the effective termination date shall be sixty (60) calendar days after MileMark Media™ receives Customer’s written notice of termination. The subscription shall remain active during the applicable notice period. MileMark Media™ may continue providing services during the notice period in accordance with the applicable subscription.

Fees During the Notice Period

All fees and charges remain due and payable through the effective termination date. Customer remains responsible for all recurring subscription fees, hosting fees, and other applicable charges incurred during the sixty (60)-day notice period, whether or not Customer continues to actively use the services. Recurring charges will continue in accordance with Customer’s regular billing cycle during the notice period. If the effective termination date falls during a billing period, MileMark Media™ may charge a prorated amount for the portion of that billing period during which services remain active. Customer’s decision to discontinue use of the website, marketing services, hosting, or any other MileMark Media™ services before the effective termination date does not relieve Customer of its payment obligations through the effective termination date. All outstanding amounts must be paid in full before the termination process is considered complete.

Cancellation Prior to Completion of the Initial Term

If Customer elects to terminate the subscription before completion of the Initial Term, Customer shall remain responsible for the applicable early termination obligations set forth in the applicable Order Form or this Agreement. Where applicable, Customer shall pay sixty percent (60%) of the remaining balance due for the remainder of the Initial Term. If Customer chooses to cancel prior to the start of the subscription term during the website development process, twenty-five percent (25%) of the remaining balance of Customer’s total annual monthly commitment, together with the full outstanding website balance, shall become immediately due and payable. The early termination obligations applicable during the Initial Term are separate from and in addition to the sixty (60)-day notice requirement applicable to termination of the subscription.

Method of Providing Notice

All notices of termination must be provided in writing. Notice may be provided by email to: accounting@milemarkmedia.com or by written notice delivered to:

MileMark Media™, Inc.
Attn: President
5100 W. Kennedy Blvd, Suite 152
Tampa, FL 33609

A termination notice is effective only upon receipt by MileMark Media™. Notice sent solely to an individual employee, account representative, salesperson, project manager, or other MileMark Media™ representative shall not constitute effective notice of termination unless MileMark Media™ confirms receipt and acceptance of the termination notice in writing.

Except as otherwise provided herein, all notices and communications under this Agreement shall be in writing or displayed electronically. Notices shall be deemed to have been properly given on the date deposited in the U.S. mail, if mailed, or on the date first made available, if displayed electronically, subject to the specific termination notice requirements set forth above.

License for Limited Use of Custom Website Solution

Upon subscription to a Custom Website Solution, Customer is granted a nontransferable, limited license to access, use, update, and maintain the applicable website during the active term of the subscription and subject to the terms and conditions of this Agreement.

All Custom Website Solution websites are hosted by MileMark Media™ unless otherwise agreed in writing. The license to access, view, update, use, or otherwise maintain the Custom Website Solution ceases upon the effective termination of the subscription. If requested, and after Customer has satisfied all payment obligations through the effective termination date, including all amounts due during the applicable sixty (60)-day notice period and any applicable early termination charges, MileMark Media™ will provide Customer with the applicable Custom Website Solution files via a secure, password-protected Dropbox link. The files provided may include applicable design elements, content, imagery, and fonts, subject to the licensing restrictions contained in this Agreement.

MileMark Media™ Search Engine Optimization techniques are proprietary. MileMark Media™ does not provide:

• WordPress administrative access;
• Website files through a WordPress backup or migration plugin;
• FTP (File Transfer Protocol) access to Custom Website Solutions hosted on MileMark Media™ servers;
• Proprietary plugin licenses owned by MileMark Media™;
• Internal SEO strategy documents;
• Link outreach records or logins;
• Proprietary optimization systems;
• SEO methodologies or implementation systems;
• Internal workflows or optimization techniques;
• Proprietary reporting structures; or
• Access to third-party software subscriptions or vendor platforms licensed directly to MileMark Media™.

SEO methodologies, implementation systems, workflows, optimization techniques, reporting structures, and related processes are proprietary and confidential business information and are not transferred. MileMark Media™ will reasonably cooperate with Customer and Customer’s new provider to facilitate the transition of the website following proper termination of the subscription and satisfaction of all applicable payment obligations. Nothing in this Agreement requires MileMark Media™ to provide access to proprietary systems, credentials, software, licenses, methodologies, or other proprietary materials in connection with a website migration.

Imagery, Fonts, and Customer Content

All imagery and fonts used in MileMark Media™ website designs may include licensed, royalty-free stock photos and other licensed materials that are integral parts of the Custom Website Solution. Any license granted to Customer for such imagery or fonts is limited to use as part of the website developed for Customer and remains subject to the applicable third-party license restrictions. Separate usage, reproduction, distribution, or transfer of such photos or materials may be prohibited. From time to time, Customer may submit its own images, photographs, graphics, logos, or other materials for inclusion in the website. Such image substitution and other design modifications may be subject to an additional graphic design fee and do not constitute “work for hire.” Customer represents that it owns the proprietary rights to, or is otherwise authorized to use, all images and materials submitted to MileMark Media™. Customer retains all rights to Customer-owned content and materials submitted by Customer. MileMark Media™ shall not separately use or distribute Customer-owned images or content except as necessary to provide the services. Customer is authorized to make necessary content modifications to the particular website to suit Customer’s purposes, subject to MileMark Media™’s Acceptable Use and Service Guidelines.

Removing or altering the copyright notice of MileMark Media™ as it appears on the website is expressly prohibited unless otherwise agreed in writing. During the active Custom Website Solution subscription, the website design shall be licensed exclusively to Customer and may not be resold by either Customer or MileMark Media™. Additional custom work performed by MileMark Media™, including but not limited to graphic design and programming, does not constitute work for hire unless expressly agreed otherwise in a separate written agreement.

All rights associated with ownership of the website design, HTML, code, and other proprietary materials remain with MileMark Media™ except to the extent expressly licensed or transferred under this Agreement.

Unauthorized Use, Assignability and Ownership

Except as specifically provided herein, Customer is prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using any products, services, or materials retrieved from MileMark Media™ except as necessary for the authorized use of the applicable services. Customer may not publish, broadcast, sell, or otherwise redistribute these products, services, or materials for commercial purposes. Customer may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or otherwise exploit, in whole or in part, any of the products, services, or materials except for authorized modifications to the particular website Customer subscribes to. All rights, title, and interest, including all copyrights and other intellectual property rights, in the products, materials, services, proprietary systems, methodologies, and other materials provided by MileMark Media™ remain the property of MileMark Media™ or its applicable licensors. Customer acquires no proprietary interest in such products, services, materials, or copies thereof except for the limited rights expressly granted under this Agreement.

PPC Advertising

MileMark Media™ charges a twenty-five percent (25%) management fee for PPC programs set up and managed on behalf of Customer unless otherwise agreed in writing. Advertising spend, third-party platform charges, and other applicable costs may be separate from MileMark Media™’s management fees.

Limited Warranty

The products, services, and materials provided by MileMark Media™ are provided “as is” and without warranties of any kind, either express or implied, except as otherwise expressly provided in writing. MileMark Media™ disclaims all warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose, to the extent permitted by applicable law. MileMark Media™ does not represent or warrant that information and resources presented on its web pages, Customer websites, or on the internet generally will be uninterrupted or error-free, that defects will always be corrected, or that the services and materials provided or the servers from which they are accessed are free from viruses or other harmful components.

Limitation of Liability

Search engine rankings, website traffic, lead generation, and other marketing results depend on numerous factors beyond the control of MileMark Media™, including search engine algorithm changes, competitor activity, changes in artificial intelligence search systems, market conditions, Customer participation, website history, and other external factors. MileMark Media™ does not guarantee specific rankings, traffic levels, lead volume, revenue, or other particular results. To the fullest extent permitted by applicable law, MileMark Media™ shall not be liable for any direct, indirect, special, incidental, consequential, exemplary, or other damages arising out of or in connection with the use of, or inability to use, the materials or services. In no event shall MileMark Media™’s total aggregate liability to Customer for all damages, losses, claims, and causes of action, whether in contract, tort, negligence, or otherwise, exceed the amount paid by Customer to MileMark Media™ for the applicable subscription during the period giving rise to the claim.

Miscellaneous

The failure of MileMark Media™ to enforce any provision of this Agreement shall not constitute or be construed as a waiver of that provision or the right to enforce it at a later time. Customer may not assign its rights or delegate its duties under this Agreement without the prior written consent of MileMark Media™. This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law principles. In the event that an action at law or in equity arises under or relating to this Agreement, Customer consents and agrees that such action may be filed only in the state or federal courts located in Hillsborough County, Florida, and Customer consents to the personal jurisdiction of such courts for purposes of adjudicating any such action. If any provision or portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. To the fullest extent possible, any provision determined to be invalid or unenforceable shall be construed or modified to give effect to the original intent of the provision to the maximum extent permitted by law. The provisions of this Agreement relating to payment obligations, intellectual property, proprietary information, limitations of liability, governing law, venue, and any other provisions which by their nature should survive termination shall survive termination or expiration of the subscription.