Terms of Service

1. Acceptance of Terms

By engaging with TripHitz LLC through the payment of an invoice, the signing of a proposal, or by utilizing our services in any capacity, you ('Client' or 'You') acknowledge that you have read, understood, and agree to be bound by these Terms of Service. This constitutes a legally binding agreement between you and TripHitz LLC (TripHitz' or 'Company'), a Limited Liability Company registered in Kentucky.

2. Scope of Services

TripHitz provides digital marketing services. These services include but are not limited web design, site management and hosting, logo and branding design, search engine optimization (SEO), pay-per-click (PPC) management, social media management, and domain management. The specific services to be provided will be outlined in a separate agreement or invoice.

3. Point of Contact

The Client shall designate a single individual as the Point of Contact ("POC") for all communications and interactions with TripHitz. This POC shall have full authority to enter into agreements and make binding decisions on behalf of Client. Client agrees that TripHitz may rely on representations made by the POC. TripHitz is under no obligation to accept instructions from anyone other than the Point of Contact. Responsibilities of the POC include:

a. Billing and Payments: The POC will be named on all invoices and is the authorized individual to make decisions regarding billing and process payments for any project or service.

b. Project Communications: The POC is responsible for providing all necessary materials, information, and approvals required for the successful completion of any project or service undertaken by TripHitz.

c. Authority: The POC holds the authority to make decisions and provide approvals that affect the progress and execution of all projects and services.

d. Notification of Changes: In the event of a change in the POC, the Client must promptly notify TripHitz in writing. This ensures that communication remains uninterrupted and effective for all ongoing and future projects or services.

4. Subscription Services

TripHitz offers various subscription-based services, including but not limited to Site Management, Professional Email Hosting, Search Engine Optimization (SEO), and Domain Management. These services are designed to provide ongoing support and enhancements tailored to the specific needs of our clients in the lodging industry.

a. Billing Cycles: Subscription services may be billed monthly, semi-annually, or annually.

b. Rate Changes: TripHitz reserves the right to adjust the rates of our subscription services. Rate changes may be implemented at any time and may reflect evolving market conditions, operational costs, and other relevant factors. Clients will be notified of any rate increases through their provided contact information or via an announcement on the TripHitz platform. Acceptance of the new rates will be inferred from the Client’s continued use of the services or payment of the invoice featuring the adjusted rate. This continued engagement following a rate change signifies the Client's agreement to the revised financial terms. Clients not in agreement with the new rates are entitled to discontinue their subscription. However, to avoid charges at the new rate, cancellation must align with the terms outlined in the cancellation policy.

c. Site Maintenance & Billing: By subscribing to our Site Management service, you authorize TripHitz to perform any necessary updates, security patches, or maintenance to keep your site compliant with our hosting environment and operational. You consent to being billed at our prevailing hourly rate, charged automatically to the credit card on file. If you do not wish to incur these charges, you must terminate your Site Management subscription in writing according to our Cancellation Policy. TripHitz makes no guarantees of uninterrupted service and disclaims liability for downtime or data loss outside our direct control.

5. Payment Obligations and Late Fees

a. Credit Card Requirement: Clients are obligated to maintain a valid credit card on file for all subscription-based services and any hourly services rendered.

b. Credit Card Authorization: By keeping a credit card on file, you grant TripHitz explicit authorization to charge this credit card for your subscription fees, renewal fees, and any other fees accumulated in line with the services rendered.

c. Electronic Payment Requirement: Payments must be processed electronically. TripHitz accepts ACH debit, debit cards, and credit cards. Checks are not accepted.

d. Past Due Invoices: In the event that any invoice remains unpaid for a period of 45 days beyond its specified due date, TripHitz reserves the right to impose a late fee on the overdue amount. The late fee shall be 10% of the total overdue invoice amount. A separate invoice for this late fee will be generated and sent to the Client. This separate late fee invoice is due upon receipt, and failure to settle this invoice immediately will subject the Client to potential account termination, legal actions, and additional collection efforts, including but not limited to, third-party collections.

6. Chargeback Fee

Chargebacks initiated against TripHitz or any of its affiliates are strictly prohibited and constitute a material breach of this agreement. Any chargeback, regardless of reason or circumstances, will result in immediate and permanent termination of all services and forfeiture of any remaining service time or credits. Additionally, a $600 administrative fee will be imposed per incident to cover dispute costs, along with full liability for all related fees, costs, and legal expenses. TripHitz will aggressively pursue all available legal remedies to recover these amounts and enforce this agreement.

7. Deposits and Non-Refundable Fees

Generally, deposits made for initiating web design, logo creation, or other creative services are non-refundable. However, a specific exception exists for instances where the failure to start a project is solely the fault of TripHitz. If TripHitz fails to allocate the agreed-upon resources or does not commence work within a timeframe that both parties have previously specified in writing, then the Client will be entitled to a full refund of the deposit. The refund will be processed within 10 business days following TripHitz's formal acknowledgment of its failure to commence the project.

8. Service Suspension for Non-Payment

TripHitz reserves the right to suspend all services, including but not limited to web hosting, site management, and any other subscription or project-based services, for any Client accounts with invoices that remain unpaid for a period of 45 days beyond their specified due date. Suspension of services for non-payment is at the sole discretion of TripHitz and will be executed without prejudice to any other rights or remedies available under these Terms or at law. Prior to suspension, TripHitz will issue at least one written warning to the Client's Point of Contact. Resumption of suspended services will be at TripHitz's discretion and may require payment of a reinstatement fee in addition to settlement of all outstanding invoices.

9. Cancellation Policy and Renewals

For cancellation of any recurring service subscriptions, clients are required to submit a written notice to TripHitz. This written notice must be received at least 30 days in advance of the renewal date for the service subscription in question to avoid being billed for the subsequent period.

10. Ownership, Licensing, and Intellectual Property

a. Web Development: The Client is granted a non-transferable, limited license to use the website developed by TripHitz, provided the site remains hosted by TripHitz under an active Site Management plan. TripHitz retains all ownership rights over the website, including proprietary plugins, code, content produced by TripHitz, and design elements. To transfer the site to another provider, the Client must first pay an IP Transfer Fee and a Site Transfer Service Fee, as specified by TripHitz (refer to section 19).

b. Graphic Design: Upon receipt of full payment, the Client will obtain ownership rights of any final artwork, graphics, logos, or visual elements that TripHitz designs for the Client. However, initial concepts, drafts, and any non-finalized designs remain the intellectual property of TripHitz. This ensures that TripHitz maintains creative rights over preliminary work while providing the Client with full rights to the finalized designs.

11. No Performance Guarantees

While TripHitz aims to achieve the best possible outcomes for our clients, due to the inherently unpredictable and dynamic nature of digital marketing, especially within the lodging industry, we do not guarantee specific performance metrics, search engine rankings, or other quantifiable results.

12. Limited Administrative Access to Websites

Clients may request limited administrative access to their website's admin panel, which can be granted at the discretion of TripHitz. Clients are responsible for maintaining the confidentiality of their access credentials and are prohibited from sharing them with any third party without prior written consent from TripHitz.

13. Data Security and Loss Precautions

While TripHitz employs industry-standard security measures to protect the integrity of the websites it hosts, the Company shall not be held liable for any form of data loss that may occur. Clients are strongly advised to maintain independent and frequent backups of their data.

14. Refund Policy

Payments made to TripHitz for digital marketing and related services are generally non-refundable. However, if TripHitz elects to terminate a project or a service agreement for reasons other than Client's breach of these Terms, the Client will be entitled to a pro-rated refund for any services not yet rendered. The amount of the refund will be calculated based on the remaining value of the contract or project not yet fulfilled by TripHitz, as of the date of termination. Any such refund will be processed within fifteen (15) business days following the formal acknowledgment of termination by TripHitz. This clause constitutes the exclusive remedy for the Client in the event of a termination of services by TripHitz.

15. Limitation of Liability

TripHitz shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if TripHitz has been advised of the possibility of such damages), arising from: (a) the use or the inability to use our services, including both web and email services; (b) the cost of procurement of substitute goods and services; (c) unauthorized access to, alteration of, or loss of your data or transmissions; (d) statements or conduct of any third party on the service; (e) any issues related to the performance, operation, or security of the website, including but not limited to, its availability, loading times, and functionality; or (f) any other matter relating to our services. This limitation of liability also applies to any loss of access to, or functionality of, the website and email services due to the termination of a client’s account and services by TripHitz, as a result of the client’s breach of these Terms.

16. Amendments and Updates to Terms

TripHitz reserves the right to amend or update these terms at any time. The most current version of these terms can be reviewed on the TripHitz website and will include the latest revision date.

17. Governing Law and Jurisdiction

These Terms of Service are governed by the laws of the State of Kentucky. Any disputes arising from or relating to these Terms of Service or the services provided by TripHitz shall be resolved in the state or federal courts located in the State of Kentucky.

18. Client Responsibilities

The Client agrees to provide all necessary information, content, and materials needed for the successful completion of the project. Failure to do so may result in project delays or additional fees.

19. Project Timelines

While TripHitz strives to adhere to proposed project timelines, these are estimates and are not guaranteed. Delays may occur due to various factors, including but not limited to, Client delays in providing needed materials, unforeseen technical challenges, or external factors beyond TripHitz's control.

20. Site Ownership and Transfer Fees

a. Intellectual Property Ownership: All intellectual property (IP), including but not limited to plugins, tools, graphics, and content developed or provided by TripHitz for the Client’s website, remains the intellectual property of TripHitz. Full ownership of this IP is transferred to the Client only upon fulfillment of all financial obligations, including the IP Transfer Fee (refer to section “b”) and the Site Transfer Service Fee (refer to section “c”).

b. IP Transfer Fee: The “IP Transfer Fee” is a charge determined by TripHitz, typically based on the estimated revenue of 3-5 years of Site Management fees and other ongoing services like SEO, as outlined in the project proposal, contract, or invoice. This fee compensates for the transfer of IP rights of the content and tools developed by TripHitz to the Client.

c. Site Transfer Service Fee: In addition to the IP Transfer Fee, a “Site Transfer Service Fee” will be charged. This fee covers the labor, time, and resources TripHitz expends in preparing the website for transfer to another host or service provider. It includes tasks such as removing proprietary plugins, ensuring data integrity during transfer, and other necessary technical support.

d. Conditions for Transfer: The transfer of IP rights, as well as the initiation of website transfer processes, will only occur after the complete payment of both the IP Transfer Fee and the Site Transfer Service Fee, in addition to any other outstanding dues.

e. Usage Restrictions Prior to Payment: Until full payment of these fees is received, the Client is not authorized to copy, modify, distribute, sell, or otherwise exploit the developed IP. Furthermore, the commencement of the website transfer will not take place until all fees are fully settled.

21. Termination by TripHitz

TripHitz reserves the right to terminate a Client’s account and any recurring services, including Site Management, in the event of a breach of these Terms of Service or any separate agreement governing the services provided. This includes, but is not limited to, failure to comply with our terms. In the event of such termination:

a. Immediate Due of Unpaid Invoices: All unpaid invoices owed by the Client will become immediately due and payable.

b. Transfer Fees Upon Termination: Upon termination due to breach, the Client will incur an IP Transfer Fee (refer to section “19.b”) and Site Transfer Service Fee (refer to section “19.c”). These mandatory fees cover the preparation of the website for transfer to another host, including the removal of any proprietary plugins and making the site ready for transfer.

c. Release of Website: The Client will not be entitled to transfer the website or have it transferred to another host until the IP Transfer Fee and Site Transfer Service Fee is paid in full to TripHitz.

22. Respectful Communication and Conduct

a. Commitment to Professionalism: TripHitz values a professional, respectful working environment and expects the same from our clients.

b. Grounds for Immediate Termination: The following client behaviors are considered severe and may lead to immediate termination of all agreements and services:

1. Personal insults, derogatory remarks, or verbal harassment towards TripHitz staff.

2. Threats, intimidation, or any form of harassment.

3. Excessive, unreasonable, or disruptive communication, particularly outside business hours.

4. Habitual late payments or non-payment of invoices.

5. Public defamation or spreading false and malicious information about TripHitz or its employees.

c. Courtesy Guidelines: While not immediate grounds for termination, the following behaviors are discouraged and can strain the client-service provider relationship:

1. Unrealistic or unreasonable demands beyond the scope of agreed terms.

2. Continual, unfounded criticism without constructive feedback.

3. Disrespecting communication protocols, such as contacting staff during off-hours or holidays.

4. Excessive micromanaging, undermining the professional expertise of TripHitz staff.

5. Frequent, last-minute changes to the project scope or decisions.

6. Refusal to communicate or cooperate, hindering project progress.

d. Enforcement and Review: TripHitz reserves the right to review any client relationship in light of these guidelines. Continuous disregard of courtesy guidelines may lead to a re-evaluation of the working relationship, potentially resulting in termination of service.

23. Confidentiality

Both parties commit to safeguarding the confidentiality of all proprietary and confidential information exchanged or accessed during the course of business engagement. Breach of this clause may result in legal action.

24. Indemnification

The Client shall indemnify, defend, and hold harmless TripHitz LLC, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, costs, penalties, and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to: (a) Client's breach of any provision of these Terms of Service; (b) any violation by the Client of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights; (c) any violation by the Client of any applicable law, rule, or regulation; (d) any content or information submitted by the Client to TripHitz that is not truthful, accurate, or legitimate; or (e) any negligent or more culpable act or omission by the Client (including any recklessness or willful misconduct) in connection with the Client's obligations under these Terms of Service. This indemnification obligation will survive the termination or expiration of these Terms and the termination of the Client's use of TripHitz services.

25. Warranty Disclaimer

All services are provided on an "as-is" and "as-available" basis. TripHitz expressly disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

26. Client Representations and Warranties

The Client represents and warrants that they have the necessary legal rights to all content, materials, or information they provide to TripHitz and that the use of such content, materials, or information will not infringe upon any third-party rights.

27. Force Majeure

TripHitz will not be liable for any delays or failure in performance due to circumstances beyond its control, such as acts of God, acts of government, war, riots, strikes, and natural disasters.

28. Dispute Resolution

Any dispute arising out of or in connection with these Terms of Service shall first be attempted to be resolved through amicable negotiations. Failing resolution, such disputes shall be settled through arbitration or in a court of competent jurisdiction within the State of Kentucky.

29. Entire Agreement

These Terms of Service and any separate, signed agreements or invoices governing specific services constitute the entire agreement between the parties and supersede any prior understandings or agreements, whether oral or written.

30. Contact Information

Our standard hours of operation are Monday through Friday, from 9 AM to 5 PM Central Time. Please note that phone support is exclusively available to existing clients. For billing and account-related matters, please get in touch with us in writing at billing@triphitz.com.

Phone: +1 (270) 225-1484

Support: support@triphitz.com

General: info@triphitz.com

Billing: billing@triphitz.com

Mailing Address:

TripHitz LLC

6844 Bardstown Rd #504

Louisville, KY 40291

31. Updating of Terms

a. Right to Update: TripHitz reserves the right to update, modify, or otherwise alter these Terms of Service at any time. Changes to the terms may reflect updates in our service offerings, legal and regulatory changes, or other operational considerations.

b. Notification of Changes: Whenever these Terms are updated, TripHitz will endeavor to notify clients through their registered contact information or via a notice on the TripHitz website located at https://www.triphitz.com. However, it is the client's responsibility to review these Terms to stay informed of any changes regularly.

c. Client Acknowledgment: By continuing to use TripHitz's services after any modifications to the Terms of Service, the client acknowledges and agrees to be bound by the updated terms. If the client does not agree to the new terms, they should discontinue the use of TripHitz's services.

Last Updated: Sept 20, 2023