TERMS & CONDITIONS

Important Agreement Information- Please Read Closely

This is a Marketing Agreement (“Agreement”) for Xpress Promotion, Inc. (“Xpress”) services by and between Xpress and the Client referred to on the last page of the Xpress Inc Service Agreement which is effective as of the date of Client’s signature. By signing, you agree to the above, below and attached rules and guidelines, authorize Xpress Promotion to charge your credit card in the manner explained below. 


Effective date; term.

This Agreement shall take effect as of the date of Client’s signature. The term of this Agreement Contract for:


SEO and Paid Ads:

We provide customized online services tailored to each client's unique needs. Our commitment to optimal results means we may adjust strategies, such as keyword targeting and content optimization, based on evolving client requirements. We prioritize open communication to ensure collaborative decision-making for effective and adaptable campaigns. Service contracts are 12 months and after that time the services contract goes month to month unless terminated by the Client 30 days prior through written notice to Xpress.


Websites:

Once the website is launched and fully paid, you can cancel at any time with a 30 day written notice to Xpress.  The images and content will be turned over to the client to give to their next provider. The website Duda platform does not transfer. 


Postcards:  

For any change, revision or cancellation of a postcard campaign we require a 30 day written notice.  All services performed, including unpaid printing shall become due and payable upon receipt of such termination notices from Client. Note: Xpress reserves the right to terminate services by providing at least fifteen (15) days prior notice to Client at any time and for any reason. At that time, and unpaid services or materials become due and payable.


Electronic Payment Authorization. 

By "checking" the "Auto Debit" payment method on the Xpress Agreement/contract, I authorize Xpress Inc to initiate entries to my checking or savings account at the financial institution listed on the proposal signed by me.  This authority will remain in effect until 5 days after I provide written notice to cancel it.


Exclusivity:

Client understands and agrees that Xpress does not work on an exclusive basis for any one Client or group of Clients


HIPAA Compliance.

If applicable, Xpress agrees to comply with all applicable federal and state laws and regulations governing the privacy and security of health information, including without limitation the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the regulations promulgated thereunder and shall remain in compliance with these laws and regulations as they may be amended from time to time. Xpress represents and warrants that its employees performing services under this Agreement have received appropriate HIPAA training.


Websites.

All content and images created by Xpress are owned by the client. The client understands that the website is on a Duda platform which is owned by Xpress Inc and hosted by Amazon and if at any point the client wants to to move to another company, the content and images would need to be moved to the new provider's platform or it can be retained on the current Duda platform for $60 per month hosting fee which does not include webmaster (edits & changes).


Web Design:

All web design projects include two rounds of edits, any additional edits are $85/hr.

 

Copywriting:

copy/content production includes two rounds of edits to copy, any additional edits/rewrites are done at $200/hr.     


Paid Ads: Search & Display

Online search and display ads are run in an Xpress proprietary admin account. Account access is not shared with the client or other 3rd parties. We do offer a robust reporting service to give campaign metrics. Campaign reports are sent monthly and marketing review & strategy meetings are done quarterly.  Upon termination of the Xpress Marketing Agreement for any reason Client will lose access to Paid Ads and other valuable services that are beneficial to Client's ongoing operations. Client understands and acknowledges these services will not continue following termination of the Agreement.

 

3rd parties and 3rd parties with their own terms and conditions- e.g. Birdeye, Ngage etc. 

Xpress often relies on third parties to deliver services to its Clients. Oftentimes these third parties have technical difficulties and software glitches that do not allow Xpress to provide the world class service it seeks to provide in every Client relationship. Xpress cannot be held liable for these difficulties but will do everything it can to work with those third parties to ensure continued smooth services to the Client. In some instances, the Services may require a license to software from third parties (“Third Party Software”). Unless those costs are included in the Services, Xpress Inc will invoice Client for the costs related to the Third Party Software. If any third party requires that Client sign a license agreement, Client agrees to do so as part of this Agreement. In any event, Client agrees to comply with the terms and conditions of use of any Third Party Software.


Paid Online Display Banner Ads.


MANIFEST :

As part of this service the client will get the use of a rented high-quality prospect list for online display ads and Facebook targeting each month called the "manifest". The manifest must be renewed each month and can only be used in the Services provided by Xpress and cannot be shared with the client or 3rd parties. 


AD APPROVAL:

client approves the core ad, message and offer and after their approval the core ad is then made into different sizes to fit placement requirements and lookalike ads are made for FB.  Client approval is not gotten for these additional ad sizes. Due to the large number of set-up factors for this service launch times are estimates only.


Promotion Material.  

Shall have the right to identify the Client as a customer, their success stories etc. on Xpress Inc's website, social media pages, and in marketing materials. 


Direct Mail delivery and handling.  

Xpress has no control over the U.S. Postal Service. When we deliver a client’s mailing to the post office it is inspected for proper preparation and if approved is then accepted into the mail stream. Client understands that there is always a possibility that the U.S. Postal Service will delay, damage, or lose mail. Under no circumstance will Xpress be held responsible for delays in delivery, damage to the mail pieces, or loss of mail after it has been accepted by the Post Office.  Mail Tracking can be used and is at the discretion of Xpress to use by embedding a code in the barcode of each mail piece which is then scanned at various stages throughout the mail delivery process. As the Post Office does not always scan every piece at every location – the client acknowledges that Xpress is not responsible for missed scans, incomplete data, inaccurate reports, late deliveries or lost mail and that all contact with the Post Office regarding delivery issues is the responsibility of the client.


Design Proofs.  

The client is 100% responsible for proofreading the design prior to approving the proof and thereby giving authorization to proceed with printing. This includes designs and/or artwork submitted by the client and designs and/or artwork created or modified by Xpress and presented to the client for review and approval. The client is also 100% responsible for ensuring the design meets postal regulations and any additional postage required as a result of the mail piece design.


Production Schedule and Turnaround Time.  

Delivery schedules, turnaround times and other similar terms used by Xpress merely reflect the average completion time of similar orders and will be affected by run lengths, special customer requirements, workloads, holidays, or equipment breakdowns and is not contractual. It is the client’s responsibility to plan time sensitive mailings far enough in advance to accommodate any delays that may occur. Xpress will not give refunds and/or credit as a result of unforeseen delays that affect the project schedule. For Expedited Projects Xpress does not Guarantee time of delivery even after client pays additional rush fees.


Acceptance of Order.

Xpress may refuse at any time to mail any copy, photographs or illustrations of any kind that in Xpress sole judgment is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, or which in the mailer’s sole judgment is an infringement on a trademark, or trade name, or service mark, or copyright belonging to others. The customer will defend and hold Xpress harmless in any suit or court action brought against the mailer by others for alleged damages, costs, expenses (including reasonable attorney’s fees), liabilities or losses resulting from circumstances where Xpress, acting as the customer’s agent, uses copy, photographs, or illustrations that are believed by others to be degrading, libelous or harmful to their reputations, images, or standing in the community or which in Xpress' sole judgment is an infringement on a trademark, or trade name, or service mark, or copyright belonging to others, or in a suit or court action brought against Xpress for actions of the customer’s employees which may occur as a result of any mailing.


Mailing Lists.  

The industry average for returns on non-deliverable mail (even after list processing (NCOA) is between 10% and 15%. If the list you use for your mailing was purchased from Xpress we will assume responsibility only for amounts above 10% on consumer lists and 15% on business lists and only if the list has been used within 60 days of purchase.   We will give a credit of $.40 towards future services for any amount returned over 10% on consumer lists and over 15% on business lists. To obtain such credit the client must return all of the returned mail pieces to Xpress prior to the issuance of any credit. Credits must be used within 1 year of issue.


Postage, Print and Mailing Fee. 

Recurring Xpress mailing service fees are not subject to change during the first year of this Agreement or the relevant ATTACHMENTS. Thereafter, Xpress Inc may increase the fee for Services on 30 days’ notice. 


Postage

Fees are subject to change to what the USPS charges and will increase as the USPS increases their mailing rates AT THAT TIME.


Printing costs

will fluctuate and are subject to increase in cost as the market changes.  At Xpress, we will do our best to keep you informed of these changes as best we can.


Color Matching.

Because of the differences in equipment, paper, inks, and other conditions a variance between electronic proofs and the completed job is expected, unavoidable, and shall constitute acceptable delivery.  Xpress will make every effort to produce a reasonable representation based on design files supplied by the client and the proof produced by Xpress, however, Xpress does not guarantee color matching.


Shipping.  

Xpress has no control over the U.S. Postal Service, United Parcel Service or any other common carrier’s delivery schedule and cannot guarantee when mail or shipments deposited with or released to these carriers will be delivered.


Lists / Ownership of Materials / Designs.  

All materials including lists, databases and other tools provided to the client for lead generation or marketing purposes are the property of Xpress and may not be distributed to any third party without the express written permission of Xpress. All materials and electronic files that Xpress creates in producing the client’s mail piece are the property of Xpress  and can only be used for printing and/or mailing projects produced by Xpress. Client agrees not to redistribute or recreate the design or any portion of the design. Xpress will not release any design files (other than low resolution proofs) for any reason. Unless prior agreement in writing, Xpress reserves the right to distribute samples of the client’s mail piece and include the client’s mail piece and or images of the mail piece in portion or its entirety in Xpress marketing efforts including on any website owned by Xpress. Additionally, Xpress reserves the right to reuse concepts and artwork created by Xpress in designs for other clients.


Marketing Response.

Xpress does not guarantee response rates to mailings, Websites or Paid Ads. Any response rates discussed by Xpress, its Employees, contained in its marketing material or on its website are only projections of potential response rates. Absolutely no refunds will be given based on low or no response rates.


Warranty. 

There are no warranties or guarantees on any of the products or services of Xpress. Xpress' role is to assist the client in designing, printing and mailing of the promotional, marketing and advertising materials and concepts. Client understands that (a) due to client's ultimate control of client's business Xpress doesn't guarantee a result; and (b) marketing results vary from business to business.   


Independent contractor status.

The relationship of the parties is that of independent contractors. Neither party is the partner, joint venturer or agent of the other and neither party has authority to make any statement, representation, commitment or action of any kind which purports to bind the other without the other’s prior written authorization.   


Indemnification; assumption of risk.

Client agrees to hold Xpress and its affiliates, officers, agents and employees harmless from all claims, demands, costs or damages of any nature because of the breach or performance of this Agreement, including any losses resulting from advice given by Xpress or services or products delivered or endorsed by Xpress. Client assumes all risks and Responsibilities for Clients business and marketing and waives all rights to collect incidental, punitive or consequential damages from Xpress promotion.


Client Cancellation.

Client may cancel marketing services by providing Xpress with thirty (30) days prior written notice. Search Engine Optimization (SEO) and Paid Ads marketing services run on 12-month cycles that may not be cancelled. After the 12 month contract, the Paid Ads or SEO services continue with 30 day automatic renewal terms unless terminated by the client through written notice to Xpress 30 days prior to the next term. For website management, all client images and content will be turned over to the client upon receipt of written notice of cancellation (certain platforms such as Duda will not transfer). Any outstanding invoice for services performed by Xpress (including work in progress) are due and payable upon receipt of client’s written notice of cancellation.   


Xpress Cancellation.

We may cancel services for any reason, including breach of this service agreement, upon fifteen (15) days prior written notice.  Upon receipt of such notice, all outstanding invoices for services performed (including any work in progress) shall be paid in full.

Business Associate Agreement

This Business Associate Agreement (this “Agreement”) is entered into by and between the Xpress Promotion, Inc. client (“Client” and/or “Covered Entity”) and Xpress Promotion, Inc. (“Business Associate) and is effective upon engagement of Xpress Promotion services.

  • Read Business Associate Agreement

    RECITALS


    a. The parties have an underlying business relationship whereby Client is deemed a “Covered Entity” and Xpress Promotion is deemed a “Business Associate” subject to the requirements of the HIPAA Rules (as defined below).


    b. Business Associate may perform functions or activities on behalf of Client or provide certain services that involves access to protected health information. Business Associate may create, receive, maintain, or transmit protected health information on behalf of Client. For example, Business Associate may receive information about an individual’s dental health from Client.


    c. The parties wish to set forth their respective duties to safeguard the protected health information of individuals as required by the HIPAA Rules.


    NOW THEREFORE, the parties agree as follows:



    AGREEMENT


    1. Definitions


    The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules (as defined below): Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.


    The following terms shall have the meanings set forth below:


    a.   Business Associate.  “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CRF 160.103.


    b.   Covered Entity.  “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CRF 160.103.


    c.   HIPAA Rules.  “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CRF Part 160 and Part 164.



    2. Obligations and Activities of Business Associate


    Business Associate agrees to:


    a. Not Use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law;


    b. Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information, to prevent Use or Disclosure of Protected Health Information other than as provided for by this Agreement;


    c. Report to Client any Use or Disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware, including Breaches of Unsecured Protected Health Information as required at 45 CFR 164.410, and any Security Incident of which it becomes aware.


    d. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of Client agree to the same restrictions, conditions, and requirements contained herein.


    e. Make available Protected Health Information in a Designated Record Set to Client as necessary to satisfy Client’s obligations under 45 CFR 164.524;


    f. Make any amendment(s) to Protected Health Information in a Designated Record Set as directed or agreed to by Client pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Client’s obligations under 45 CFR 164.526;


    g. Maintain and make available the information required to provide an accounting of Disclosures to Client as necessary to satisfy Client’s obligations under 45 CFR 164.528; and


    h. To the extent Business Associate is to carry out one or more of the Client’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Client in the performance of such obligation(s).



    3. Permitted Uses and Disclosures by Business Associate


    a. Business Associate may only Use or disclose Protected Health Information as necessary to perform the services set forth in the parties underlying business relationship.


    b. Business Associate may Use or disclose Protected Health Information as Required by Law.


    c. Business Associate agrees to make Uses and Disclosures and requests for Protected Health Information consistent with Client’s Minimum Necessary policies and procedures.


    d. Business Associate may not Use or disclose Protected Health Information in a manner that would violate Subpart E of 45 CFR Part 164 if done by Client, except for the specific Uses and Disclosures set forth in (e), (f), and (g) below.


    e. Business Associate may Use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate.


    f. Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of the Business Associate, provided the Disclosures are Required By Law, or the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as Required By Law.


    g. Business Associate may provide Data Aggregation services relating to the Health Care Operations of the Client.



    4. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions


    a. Client shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices under 45 CFR 164.520, to the extent that such limitation may affect the Business Associate’s Use or Disclosure of Protected Health Information.


    b. Client shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or disclose his or her Protected Health Information, to the extent that such changes may affect Business Associate’s Use or Disclosure of Protected Health Information.


    c. Client shall notify Business Associate of any restriction on the Use or Disclosure of Protected Health Information that Client has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of Protected Health Information.



    5. Permissible Requests by Covered Entity


    Client shall not request Business Associate to Use or disclose Protected Health Information in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by Client, except if Business Associate  will Use or disclose Protected Health Information for Data Aggregation or management and administration and legal responsibilities.



    6. Term and Termination


    a. Term.  The Term of this Agreement shall be effective as of the date set forth above and shall terminate on when the underlying business relationship terminates or on the date a party terminates for cause as authorized in paragraph (b) of this Section, whichever is sooner. 


    b. Termination for Cause.  Business Associate authorizes termination of this Agreement, if Client determines Business Associate has violated a material term of the Agreement and Business Associate has not cured the Breach or ended the violation within 20 days after receipt of notice.


    c. Obligations of Business Associate Upon Termination.  Upon termination of this Agreement for any reason, Business Associate, with respect to Protected Health Information received from Client, or created, maintained, or received by Business Associate on behalf of Client, shall:

    1. Retain only that Protected Health Information which is necessary for it to continue its proper management and administration or to carry out its legal responsibilities;
    2. Return to Client or, if agreed to by Client, destroy the remaining Protected Health Information that the party still maintains in any form;
    3. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic Protected Health Information to prevent Use or Disclosure of the Protected Health Information, other than as provided for in this Section, for as long as Business Associate retains the Protected Health Information; and
    4. Not Use or disclose the Protected Health Information retained by Business Associate other than for the purposes for which such Protected Health Information was retained and subject to the same conditions set out at Section 3, paragraphs (e) and (f) above, which applied prior to termination.

    d. Survival.  The obligations of the Business Associate under this Section shall survive the termination of this Agreement.

ADA Compliance
There is a company that specializes in accessibility and plugs into the website to make accessibility even better for blind, deaf and other impairments.  This will not make you 100% free of attack, you are just able to "service" more disability and may add more peace of mind. Xpress Inc will provide you with the option to Sign up with UserWay or anytime, just submit your requests


  • Read ADA Compliance

    Your website will be built with accessibility features that follow the ADA requirements.  Please note that this does not service every disability and thus does not provide 100% protection against discrimination.  UserWay provides additional accessibility for more peace of mind, that is all.


    Accessibility:

    Your Current website has:

    • Closed Captioning (for videos that have that ability)
    • A disclaimer at the footer- (a statement from you that you are putting importance on this)
    • An App that allows people to alter font size etc spec. for dyslexia

    The 3 above will show good faith attention to accessibility and prevent most attacks.


    The wording from the ADA regarding accessibility is to provide "reasonable accommodation". You are not 100% covered from liability as this is a bit nebulous from a compliance perspective.

Telephone Consumer Protection Act Compliance
Xpress Promotion, Inc., is not a telemarketer as defined by the Federal Communications Commission. However, it has enacted TCPA-compliant practices in its operations and expects its clients to maintain TPCA compliant at all times. By entering into this Agreement, you represent to Xpress that you have obtained consent from your patients or customers to use their personal cellular or mobile phone number for purposes of contacting them about their ongoing relationship with your practice or business. If you have not obtained such consent then you must notify Xpress immediately upon receipt of this TPCA notice and await further instruction.


Compensation; refund policy. Payments will be made by e-check, auto debit or credit card. Credit cards have a 2% processing fee for each charge. Xpress does not give or issue any cash, check or credit card refund for any reason, reprint or house credit only. There are no refunds on postage or mailing service fees or adspend.             


Confidentiality; non-disclosure. Xpress shall not disclose, in whole or in part, any Client information described in this Agreement to any third party unless specifically authorized to do so by Client. It is understood and agreed by the parties that the obligations of this paragraph shall survive the expiration of termination of this Agreement.


Special Membership Pricing. Only members who have active memberships may take advantage of the discounts that have been set up between Xpress and the membership office on Hosting, print and design.  If they do not maintain the membership then they will be charged the retail cost.  If they are not a member once they sign an agreement with Xpress, the client is bound to that agreement and not the membership pricing.


Entire Agreement. The Service Agreement and signature pages sets forth the entire understanding of the Parties with respect to the services being performed under this Agreement. This Agreement supersedes all prior representations, agreements and understandings of the parties with respect to those services.


Third Party Access. It is understood by the parties that this Agreement is for the benefit of the parties only and no third party vendors or contractors. Nothing in this Agreement, written or otherwise, is intended to give anyone else any legal or equitable right, benefit or remedy of any nature. Nobody other than the parties may access the reports provided by Xpress under the Agreement and no audit or other rights are created for third parties as a result of this Agreement.


Governing Law. This Agreement is made and shall be construed in accordance with the laws of the Commonwealth of Virginia, except choice of law rules that would require the application of laws of any other jurisdiction. Each party agrees that any legal action, suit, or proceeding must be brought exclusively in a Virginia state or federal court.


Notice of Right to Update Terms & Conditions. We reserve the right to update our terms and conditions as needed. Any changes to the Terms and Conditions can be requested in writing by Client at any time.


Last updated 12.12.2023