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AutoConversion Commercial Services Agreement - OCT 2021
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Services Agreement

1.0 Declaration

This Agreement (“Agreement”) is made by and between AutoConversion, LLC (“AutoConversion”), an Illinois Company located in Naperville, Illinois and _________________________________ (“Customer”), who is subscribed to AutoConversion for commercial purposes.

2.0 Term of the Agreement

This contract shall commence on the date which the online subscription was activated (“Effective Date”) and shall continue until the subscription is deactivated.

3.0 Definitions

The advertising features and services that are referenced in this agreement are defined and explained in detail in the AutoConversion Definitions and Explanations of Services and Features online documentation - a non-binding document for reference purposes.

4.0 Overview of Services

AUTOCONVERSION provides the media, advertising, and technology services specified herein on behalf of “Customer,” also referred to as “Sponsor” or “Advertiser” or “Affiliate.” See Exhibit A in the aforementioned document of reference for a complete overview of the services from which Customer may benefit, which includes the following:

5.0 Details of Actual Services

5.1 Recurring Services

5.1a Display Advertising. As part of this agreement, Customer has the option to be set up as an Advertiser on the AutoConversion Advertising Network and display banner ads on the network and in subsequent emails which would link to designated landing pages as specified by Customer.

5.1b Live Stream Events and Recording Sessions. As part of this agreement, Customer is able to participate in our live stream events and recording sessions where Customer has “strategic influence” on the subject matter that is discussed, and the ability to invite others to participate. By collaborating and participating in such events, Customer benefits as a co-creator of the media with permission to post-produce and merchandise the content for own use.

5.1c Sponsored Content. As part of this agreement, Customer may be represented as a Sponsor of AutoConversion and in various content on the AutoBurst Media Network. This includes Advertorials, Videos, Podcasts, and Social Media. This content may also be re-purposed by Customer for desired use.

5.1d Editorial Content. As part of this agreement, Customer may be included in editorial (non-branded) content by way of quotes or company reference. Editorial content may be featured on the AutoBurst Media Network and in third-party publications. This content may be re-purposed by Customer for desired use unless restricted by the 3rd-party publisher.

6.0 Fees and Payment

6.1 One-Time Fee. A one-time technology set up fee of $500 shall apply to cover the initial cost of setting up a Customer on the advertising network as a sponsor, and for things like lead routing and other marketing automations. This fee is waived when Customer sets up automatic online payments.

6.2 Recurring Fee. A base recurring fee of $495 shall be payable by Customer each month to be included as a Sponsor of AutoConversion and have strategic influence on the editorial programming, along with the aforementioned services.

6.3 Additional Fees.

6.3a Full Service “Agency” Fees. Customer may hire AutoConversion to provide customized production services using the co-created content that is made. Fees for such services are considered on a per-project basis and specified in individual work orders or agreements. Services provided in this manner are classified as “agency” work and are not limited to co-created content.

6.3b Discretionary Fees. Customer may opt to cover or compensate AutoConversion in part or in full for agreed upon travel expenses, event fees, and other ancillary costs on a per-event basis. Additionally, Customer may also opt to provide on-site video production crews to work with AutoConversion at these designated events. AutoConversion has the right to decline or accept these fees, and thus the obligations, on a per-event basis. Customer may also hire AutoConversion for custom media production and consulting services that are not included in the Agreement. The hourly rate to hire AutoConversion for custom media production services is $185/hr.

6.4 Payment Terms. Automated Online Payments with PayPal are the preferred payment option. This option also saves you the $500 technology fee. Alternatively, we could set up an ACH draft directly with your bank, or you may draft a bank check payable to AutoConversion, LLC and sent to our remittance address: PO Box 4162, Naperville, IL 60567. With this payment arrangement, your first payment would be $995 and your next payment of $495 would be due the next month. Please specify the email to receive invoices: ______________________________

7.0 Terms and Conditions

7.1 Sponsoring Partnership. This is not an agreement for the sale of software, graphics, web design, content, or any form of delivered goods or materials, unless otherwise specified. This is an agreement to represent Customer as a Sponsoring Partner of AutoConversion through the media, advertising, and technology services specified herein. All content, graphics, media, and other marketing material produced by or in conjunction with AutoConversion for the benefit of the Customer, when published onto the Web, are published as a lease, subject to the terms and conditions of the designated property owner.

7.2 Ownership. AutoConversion owns all of the media files and content that it produces, even when on behalf of the Customer. This includes the “raw” or originally recorded material and post-produced material. Customer is permitted to use and redistribute published content as it is, but does not have the right to modify it. In the event that AutoConversion provides the originally recorded files, Customer is not permitted to publish or redistribute these files “as is.” The originally recorded files must be post-produced for commercial use. Customer also does not have the right to re-sell these files to third parties. 

7.3 Termination. Either party may terminate this agreement at any time. If either party wishes to terminate the agreement, then the intent to do so must be sent in writing via certified mail or via email to at least 30 days prior to the intended termination date. Alternatively you can cancel the automated electronic payment.

7.4 Suspension. AutoConversion has the right to suspend paid media campaign activity due to non-payment at or greater than 30 days, and may suspend any or all services due to non-payment of more than 45 days.

7.5 Representations. Each party represents and warrants to the other party that it has the right and full power and authority to enter into this Agreement and fully perform its obligations hereunder.  AutoConversion represents and warrants that: (a) it will comply with all applicable laws including the Federal CAN-SPAM rule and the Telephone Consumer Protection Act; and (b) it will not infringe or violate any right of a third party, including intellectual property rights, rights of privacy and publicity, and contractual rights.

7.6 Indemnification. Each party will defend and indemnify the other party and its respective, parent(s), subsidiaries, directors, officers, and employees from and against any and all third party claims, demands, damages, liabilities, costs and/or expenses, including reasonable attorneys' fees, arising out of: (i) a material breach of its express representations under this Agreement; and (ii) a party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement. AutoConversion and DealerRefresh are not responsible for the positive or negative outcome of the services and activities produced as a result of these campaigns, nor does AutoConversion or DealerRefresh have a right to additional compensation for any business that is produced, unless mutually agreed upon by all parties.

7.7 Miscellaneous.  This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral, with respect to such subject matter. This Agreement, and any order, amendment or statement of work issued pursuant to this Agreement, will be governed by the laws of the State of Illinois without giving effect to its rules for conflicts of laws, and the parties hereby irrevocably consent to the exclusive personal jurisdiction of the state and federal courts sitting in Cook County, Illinois for all matters relating to this Agreement. The failure of a party to terminate this Agreement for the breach of any condition or covenant herein by the other party shall not affect either the non-breaching party's right to terminate for subsequent breaches of the same or other conditions or covenants.  The failure of either party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of the party thereafter to enforce each and every such provision. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall be deemed to be one and the same agreement.  All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if in writing and sent by: (a) hand delivery, (b) certified mail, return receipt requested, or (c) overnight carrier to the parties at the addresses or fax numbers set forth below or to such other address or fax number as the party to receive the notice has designated by notice to the other party.

AutoConversion, LLC ▪ 1750 W Ogden Ave, Unit 4162, Naperville, IL 60567 ▪