DAUS DIGITAL MARKETING UNIVERSAL & INDIVIDUAL TERMS OF SERVICE

UNIVERSAL TERMS (Applicable to All Clients)

TERMS SPECIFIC TO PAY PER CLICK (PPC) MARKETING (Only When Applicable)

UNIVERSAL TERMS

(Applicable to All Clients)


Purchasing organization, referred to as (“CLIENT”), and Daus Digital Markeing, referred to as (“AGENCY”), agree as entered into this agreement on the date and time of the order submission.

EMPLOYMENT OF AGENCY:

CLIENT hereby permits the AGENCY to render, and AGENCY agrees to render to CLIENT, all the services customarily performed by a digital internet advertising and marketing agency including, but not limited to, pay per click advertising, within agreed budgets for advertising, marketing and development efforts as defined by this contract (“AGREEMENT(S)”). This AGREEMENT shall apply only to rendered services agreed to by both parties in writing at any time. However, all terms herein shall also apply to any services listed in this AGREEMENT that CLIENT commissions AGENCY to fulfill at any future date.

ADVERTISING & PRODUCTION RATES:

  1. Media costs, setup fees, production costs & hourly rates are to be set by AGENCY.

  2. Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or agreements currently in effect.

ACCEPTANCE OF AGREEMENTS:

  1. All potential forms of signature shall be governed by this AGREEMENT including, but not limited to, checking the agreement “terms of service” box, initialing next to Terms of Service URL in a Proposal, written signature on individual project AGREEMENTS, electronic signatures, faxed signatures, scanned and emailed signatures, clearly stated email approvals, and/or any other clearly stated electronic agreements to proposed changes or programs.

PAYMENT & BILLING TERMS:

  1. CLIENT hereby agrees to pay the fees in price and schedule as listed on the proposal form signed by CLIENT or on any applicable sign-up page or electronic communication agreed to by CLIENT.

  2. CLIENT hereby grants permission for AGENCY to charge CLIENT’s credit, debit card or bank account on file in advance and in full prior to launch of any setup, consultation, project, campaign, advertising or development, unless otherwise specified by AGENCY in writing, according to the price and schedule listed on the signup form or proposal, every month, for the amount agreed to as the monthly spend under AGREEMENT. If paying by credit card, client will be charged the credit card processing fee in additional to the project rate.

  3. Monthly payments will be put on automatic billing and will be charged to the payment method on file on the same day every month as the first payment date made.

  4. If payment is not received in full by the due date specified on CLIENT’S invoice, or payment is rejected due to non-sufficient funds or any other reason, CLIENT will be assessed late fees, in amounts up to the maximum amount permitted by law in the State of Colorado.

  5. CLIENT agrees to pay upon execution of this agreement. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities.

  6. If full advertising budget (when applicable) is not spent due to online demand or inventory, in the event there are additional months of advertising, balance will be applied to the upcoming month(s) unless prior written communication states that any unspent amounts are to be refunded and will be promptly refunded within 7 business days.

  7. CLIENT agrees and understands that they may not reduce their original monthly committed spend. AGENCY makes certain business decisions based on contracted monthly spend amounts. CLIENT understands that a reduction in those amounts would be detrimental to AGENCY’s business. CLIENT may request funds to be moved from one service to another with a written request at least two weeks prior to their next billing cycle for the service which they wish to reallocate funds from. However, this reallocation of funds shall be approved by AGENCY in writing. If AGENCY denies this request, no reallocation will take place.

EXPENSES:

  1. CLIENT shall not be obligated to reimburse AGENCY for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed in writing by CLIENT in advance.

  2. AGENCY shall not be obligated to reimburse CLIENT for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed in writing by AGENCY in advance.

MAKE GOODS/SCHEDULING CORRECTIONS/TECHNOLOGY CONFLICTS:

  1. In the event of an error, whether human (AGENCY, subcontractors or vendors of AGENCY) or technology based, AGENCY shall provide CLIENT notification and make all reasonable efforts, with CLIENT approval or CLIENT discretion, to remedy and return to planned contractual obligations.

  2. CLIENT understands and agrees that AGENCY is not responsible for 3rd party technology errors that affect AGENCY work on behalf of CLIENT. AGENCY will make best efforts to correct or work around any errors and notify CLIENT once issues are fixed or adjusted. CLIENT understands and agrees that such situations are not a material breach of contract and therefore are not grounds for early termination without penalty.

ASSIGNMENT:

  1. This AGREEMENT shall be binding upon the administrators, executors, guardians, heirs, successors, and assigns of the parties hereto. CLIENT shall not assign or dispose of any of its rights or obligations under this AGREEMENT without the prior written consent of AGENCY. AGENCY may assign this agreement in whole or in part in its sole discretion.

EXCLUSIVITY:

  1. CLIENT agrees that AGENCY is the exclusive provider of all contracted and executed management and services during the duration of this agreement.

INDEMNIFICATION:

  1. AGENCY SHALL INDEMNIFY AND HOLD CLIENT HARMLESS WITH RESPECT TO ANY CLAIMS, LOSS, SUIT, LIABILITY OR JUDGMENT SUFFERED BY AGENCY, INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS, BASED UPON OR RELATED TO ANY ITEM PREPARED BY AGENCY OR AT AGENCY’S DIRECTION, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM OF LIBEL, SLANDER, PIRACY, PLAGIARISM, INVASION OF PRIVACY, OR INFRINGEMENT OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INTEREST, EXCEPT WHERE ANY SUCH CLAIM ARISES OUT OF MATERIAL SUPPLIED BY CLIENT AND INCORPORATED INTO ANY MATERIALS OR ADVERTISEMENT PREPARED BY AGENCY.

  2. CLIENT AGREES TO INDEMNIFY AND HOLD AGENCY HARMLESS WITH RESPECT TO ANY CLAIMS, LOSS, LIABILITY, DAMAGE OR JUDGMENT SUFFERED BY CLIENT, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, WHICH RESULTS FROM THE USE BY AGENCY OF ANY MATERIAL FURNISHED BY CLIENT OR WHERE MATERIAL CREATED BY AGENCY OR AT THE DIRECTION OF AGENCY SUBJECT TO THE INDEMNIFICATION IN SUBSECTION 1 ABOVE IS MATERIALLY CHANGED BY CLIENT. INFORMATION OR DATA OBTAINED BY AGENCY FROM CLIENT TO SUBSTANTIATE CLAIMS MADE IN ADVERTISING SHALL BE DEEMED TO BE “MATERIAL FURNISHED BY CLIENT TO AGENCY”.

  3. IN THE EVENT OF ANY PROCEEDING, LITIGATION OR SUIT AGAINST CLIENT BY ANY REGULATORY AGENCY OR IN THE EVENT OF ANY COURT ACTION OR OTHER PROCEEDING CHALLENGING ANY ADVERTISING PREPARED BY AGENCY, AGENCY SHALL ASSIST IN THE PREPARATION OF THE DEFENSE OF SUCH ACTION OR PROCEEDING AND COOPERATE WITH CLIENT AND CLIENT ‘S ATTORNEYS AT AN HOURLY RATE TO BE MUTUALLY AGREED UPON BY THE PARTIES.

INDEPENDENT CONTRACTOR:

  1. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee relationship or joint venture relationship between CLIENT and AGENCY. AGENCY is an independent Contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The consideration set forth herein shall be the sole consideration due to AGENCY for the services rendered. It is understood that CLIENT will not withhold any amounts for payment of taxes from the compensation of AGENCY hereunder. AGENCY will not represent to be or hold themselves out as an employee of CLIENT and AGENCY acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to regular employees of CLIENT. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be AGENCY’s sole responsibility and AGENCY shall indemnify and hold CLIENT harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

  2. CLIENT understands and agrees that AGENCY may hire subcontractors or vendors at-will to fulfill services for CLIENT.

SUBCONTRACTS:

  1. AGENCY reserves the right, at its sole discretion, to use subcontractors to assist AGENCY in performing any of the services hereunder.

  2. AGENCY shall be responsible for the work, services, and activities performed by any subcontractor, including compliance with the terms of this AGREEMENT. AGENCY shall be responsible for all payments to its subcontractors. AGENCY will be CLIENT'S sole point of contact regarding services rendered.

REPRESENTATIONS AND WARRANTIES:

  1. AGENCY will make no representations, warranties, or commitments binding CLIENT without its prior consent.

LEGAL RIGHT:

  1. AGENCY covenants and warrants that CLIENT has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that CLIENT has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.

  2. CLIENT covenants and warrants that CLIENT has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that CLIENT has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.

NUMERICAL ESTIMATES/EXPECTATIONS:

Any project estimates provided are indicative only, since there is no guarantee of results provided for payment made. Performance is based on best efforts in order to renew beyond the AGREEMENT term.  Actual results may be greater or less than the numbers shared based on the relevant characteristics of each individual business and other external factors.

DELIVERABLES:

If any deliverables are delayed in delivery for any reason, CLIENT understands and agrees that AGENCY will still be responsible for delivery of all deliverables that have been paid for in full and CLIENT further agrees that the delay of delivery of such deliverables shall not be eligible for refund or used as a reason for early termination and that all cancellation terms will apply in the event of non-payment or early termination of this AGREEMENT by CLIENT.

APPLICABLE LAW:

This AGREEMENT shall be governed and construed in accordance with the laws of the city and State of Denver, Colorado. CLIENT agrees that any and all legal proceedings, if necessary or enforced, will preside in the city of Denver, Colorado.

SEVERABILITY:

If any term or provision of this AGREEMENT is held by a court of competent jurisdiction to be void or unenforceable, that term or provision will be severed from this AGREEMENT, the balance of the AGREEMENT will survive. In the event of a severed clause, a provision will be added as a part of this AGREEMENT as similar in terms as the illegal or unenforceable provision as may be possible, legal, and enforceable. This AGREEMENT will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this AGREEMENT.

NO ARBITRATION:

Disputes involving this AGREEMENT, including the interpretation of terms herein or breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily required) but shall, instead, be heard in a court of competent jurisdiction of the State of Colorado.

STATUTE OF LIMITATIONS:

Parties agree that any action in relation to an alleged breach of this AGREEMENT shall be commenced within one year of the date of discovery of the breach, without regard to the date the breach was executed. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.

FORCE MAJEURE:

The affected party is excused from performance under this AGREEMENT for the duration of the Force Majeure event thereby extending the completion date. If the Force Majeure event continues past the agreed AGREEMENT completion date, the AGREEMENT may be terminated and both parties excused from their liabilities. Force Majeure events include, but not limited to, fire, explosion, strikes, riots, government requirement, terrorist activity, war, civil or military authority, acts of nature which prohibit travel, and acts of God. The affected party will notify the other party in writing within ten (10) days after the beginning of any such cause that would affect its performance.

NOTICE:

  1. Any notice under this AGREEMENT shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail), certified mail with return receipt requested, by facsimile or electronic communication including email or project management system. All notices shall be addressed to the parties’ official business locations on file or at such other addresses as the parties may from time to time direct in writing.

  2. Any notice shall be deemed to have been given on the earlier of:

  1. actual delivery or refusal to accept delivery,

  2. the date of mailing by certified mail, or

  3. the day facsimile delivery is verified. Actual notice, however and from whomever received, shall always be effective.

DESIGN AND WORK CREDIT:

  1. CLIENT agrees that AGENCY has the right to display work done for CLIENT on AGENCY’s website and other marketing materials in formats including, but not limited to, writing, video, audio, graphical and hyperlinks to CLIENT’s website for the purposes of promotion of AGENCY’s past work. CLIENT agrees that AGENCY will have this right indefinitely for any and all work performed for CLIENT.

  2. CLIENT understands and agrees that they may opt-out of design/work credit (as described above) for a one-time fee of $1,000 USD. CLIENT shall give 10 business days’ advance notice to AGENCY if they choose this option.

CHANGES:

At the AGENCY's discretion, AGENCY may occasionally make revisions to this AGREEMENT. AGENCY will notify CLIENT of any material changes to this AGREEMENT by including a prominent notice at the top of the AGREEMENT and by sending an email or project management system message prior to the changes taking effect. By continuing to use our services after those revisions become effective, CLIENT thereby agrees to be bound by the revised Terms of Service AGREEMENT. The changes will not be retroactive, and therefore the most current version of this AGREEMENT will govern the relationship between AGENCY and CLIENT.

TERMINATION OF AGREEMENT:

  1. CLIENT may initiate the process to terminate this AGREEMENT at any time. Prior to termination, CLIENT shall do the following:

  1. Contact AGENCY 30 calendar days prior to desired termination date to initiate a conversation regarding termination. CLIENT shall partake in a conference call or in-person meeting with AGENCY to terminate this AGREEMENT. CLIENT and AGENCY shall both agree that AGENCY is not completing promised services in order to terminate this AGREEMENT without penalty.

  1. Upon AGENCY approved early termination of this AGREEMENT by CLIENT, CLIENT shall pay AGENCY the cost of the monthly fee remaining on the same month of the AGREEMENT termination initiation. This amount is due by the end of the same month of termination. If the CLIENT is charged an additional month following approved early termination, AGENCY will be responsible for refunding the most recent charge.

  2. Upon termination of this AGREEMENT by AGENCY, no termination fee is due to AGENCY by CLIENT unless CLIENT has engaged in conduct that constitutes a material breach of this AGREEMENT. If breach by CLIENT occurs, CLIENT agrees to pay the standard termination fee as outlined in this AGREEMENT. Furthermore, if AGENCY terminates this AGREEMENT at any time, AGENCY shall not be liable for any fee due to CLIENT with the exception of any pro-rated refund due for management days or budget spend not executed.

  3. Upon denial of early termination of this AGREEMENT by AGENCY, early termination penalties will apply as outlined in this AGREEMENT.  CLIENT then has the option of buying the AGREEMENT out at one half of the AGREEMENT’s remaining balance for the entire term remaining on the AGREEMENT in order to terminate. For example, if 8 months of the AGREEMENT is left, CLIENT may pay for 4 full months immediately to terminate AGREEMENT without services rendered. Furthermore, AGENCY will remove all of the associated work product immediately upon termination. CLIENT agrees not to backup, copy or in any way use any ads, keywords, targeting methods or any work product associated with AGENCY’s efforts. CLIENT agrees that all ads and efforts are considered “Work Product” and are the sole property of AGENCY. Violation of this term will result in an immediate collection effort from AGENCY to CLIENT for the full reimbursement of the retail price of the remaining term of AGREEMENT.

  4. AGENCY has the right to terminate this AGREEMENT if CLIENT becomes insolvent, fails to pay its invoices when due, makes an assignment for the benefit of another, or goes out of business. AGENCY will not be liable for any fees due to CLIENT under such circumstances.

  5. AGENCY has the right to terminate this AGREEMENT at any time without notice if CLIENT harasses, debases, defames or otherwise harms emotionally, mentally or physically any contractor, employee or executive of AGENCY. Under these conditions of termination, CLIENT agrees to pay the equivalent of the termination penalty listed in subsection 4 above, within 5 business days, along with any further damages appropriate under the laws of the State of Colorado. Furthermore, CLIENT agrees and understands that AGENCY will charge the payment method on file for this penalty on the 6th business day or after if CLIENT has not made payment on or before that timeframe.

  6. A certified letter or electronic written communication is required to cancel AGREEMENT. In the event that work is postponed or canceled at the request of the CLIENT by certified letter, AGENCY shall have the right to retain/claim full payment of the current phase of development. In the event this amount is not sufficient to cover AGREEMENT time and expenses, AGENCY shall charge CLIENT for the remaining balance due. If additional payment is due, this will be billed to the CLIENT within 10 days of notification via certified letter to stop work. Final payment will be expected under the same terms as listed above.

  7. CLIENT acknowledges and agrees that AGENCY is free to employ or contract the services of whomever it deems appropriate. All past, existing, and future officers, employees and independent contractors of AGENCY are hired at the discretion of AGENCY and AGENCY alone. CLIENT acknowledges and agrees that failure to agree with AGENCY’s hiring process or discovery of personal or professional information regarding any officer, employee, or independent contractor of AGENCY does not give grounds for rightful termination, early termination, stop payment, chargeback, or otherwise take action against this AGREEMENT in any way. Failure to adhere to the terms of this AGREEMENT or failure to agree with AGENCY’s hiring process or discovery of personal or professional information regarding any officer, employee, or independent contractor of AGENCY shall constitute a material breach of this AGREEMENT, and AGENCY may, at its discretion, immediately cease all work and take all other remedial measures described herein or within the laws of the State of Colorado.

NON-DEFAMATION AND DISPARAGEMENT:

During the Term and for an infinite period from the date of expiration of AGREEMENT, or if earlier from the date of termination, CLIENT shall maintain a professional manner and shall avoid and refrain from: (i) making any disparaging or derogatory remarks or comments to or about the AGENCY, or to or about any of its employees, contractors, officers, directors, stockholders, members, representatives, or agents; or (ii) engaging in any other conduct which is likely to disparage AGENCY or any of its employees, contractors, officers, directors, stockholders, members, representatives, or agents, or otherwise damage, jeopardize or be prejudicial to any business, professional, or personal relationship, interests or reputation of the AGENCY or any of its employees, contractors, officers, directors, stockholders, members, representatives, or agents; or (iii) reveal any personal, professional, or private information, including but not limited to medical, professional, or legal issues of any kind (past or current) of any employees, contractors, officers, directors, stockholders, members, representatives, or agents. CLIENT agrees to disclose any past disclosures of defamation or disparagement as described in this section within 5 business days of assent to this AGREEMENT.

NONDISCLOSURE:

AGENCY, its employees and subcontractors agree that, except as directed by the CLIENT, it will not at any time during or after the term of this Agreement disclose any confidential information. Likewise, the CLIENT agrees that it will not convey any confidential information obtained about AGENCY to another party.

TERM & AUTO-RENEWAL:

  1. This AGREEMENT shall continue in full force until either party terminates this AGREEMENT  per the “TERMINATION” section contained herein. Should either party request adjustments or amendments to this AGREEMENT, such adjustments or amendments shall be executed and agreed upon in writing with both parties signatures, before being enforced.

  2. This AGREEMENT will automatically renew for an additional term equal to the original term length unless CLIENT declines the automatic renewal option in physical or electronic writing within 30 calendar days before the end of the original term. For example, if the agreement is set to expire on February 1st, notice of cancellation is due 30 calendar days before February 1st and not 30 days after February 1st.  Should either party request adjustments or amendments to this AGREEMENT, such adjustments or amendments shall be executed and agreed upon in writing with both parties’ signatures, before being enforced.

  3. CLIENT understands and agrees that each services’ TERM starts upon the launch date of that service and extends the full length of the original agreed to TERM. For example, if CLIENT signs an agreement for a 12 month TERM and three of those services start immediately but one service does not start for 60 days after, that 60 day delayed service will be on a TERM of 12 months after its 60 day delayed launch date.

PROJECT ABANDONMENT & CLIENT DELAY PENALTY:

  1. If CLIENT fails to respond to AGENCY messages via email, mobile text, phone, or project management system for a period of 21 calendar days, CLIENT understands and agrees that their contract shall be considered terminated. In this event, CLIENT understands and agrees that the termination penalty as described under the termination section in this AGREEMENT shall apply.

  2. If CLIENT fails to respond to AGENCY messages via email, mobile text, phone, or project management system for a period of 14 calendar days, AGENCY retains the right to charge CLIENT’s payment method on file for the next outstanding milestone of a project (if applicable) regardless of completion of current milestone.

CONFLICTING TERMS:

In the event of a conflict between the terms of this AGREEMENT (including any and all attachments thereto and amendments thereof) and the terms of Exhibit A (if applicable), the terms of Exhibit A shall control.

ATTORNEY FEES:

In the event of any suit or action to enforce or interpret any provision of this AGREEMENT (or any dispute that is based on this AGREEMENT), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, and any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court(s) including any appellate court(s), in which the matter is tried, heard, or decided.

ATTORNEY REVIEW:

The parties hereto acknowledge and agree that they have been advised and have had the opportunity to obtain independent legal counsel to review this AGREEMENT, and this AGREEMENT  is the product of arm's length negotiations among the parties and shall not be construed against any party due to authorship. The parties acknowledge and agree that they understand all of the terms and conditions contained herein.

NON-WAIVER:

Failure by one party of this AGREEMENT to require performance of any provision(s) shall not affect that party’s right to require subsequent performance at any time thereafter, nor shall a waiver of any breach or default of this AGREEMENT constitute a waiver of any subsequent breach, default, or waiver of the provision itself.

CONSEQUENTIAL DAMAGES:

NEITHER PARTY TO THIS AGREEMENT WILL BE HELD RESPONSIBLE FOR CONSEQUENTIAL (INDIRECT) DAMAGES (E.G., LOSS OF PROFIT) BECAUSE OF ANY ALLEGED FAILURES BY THE OTHER PARTY.

NON-CIRCUMVENT:

  1. CLIENT, its officers, directors, employees, contractors, agents, affiliates, consultants, subsidiaries, assignees, individual(s), or any entity acting on its behalf, shall not make any contact with, deal with, or otherwise involve itself or themselves in any transaction with any Vendor, Employee, or Contractor of AGENCY without the prior written permission of the AGENCY.

  2. CLIENT, its officers, directors, employees, contractors, agents, affiliates, consultants, subsidiaries, assignees, or any individual or any entity acting on its behalf, confirm that any corporation, organization, firm, company, or individual of which any of the above-referenced individuals or entities is a party to, employee of, member of, or otherwise which would benefit financially from an association, is bound by this AGREEMENT, and shall not conduct any business with any Client, Employee, Vendor, or Contractors in circumvention of the terms and conditions of this AGREEMENT, to the financial or other detriment of AGENCY. CLIENT shall so instruct its officers, directors, employees, contractors, agents, affiliates, consultants, subsidiaries, assignees, or any individual or any entity acting on its behalf, whether currently or during the time period during which this AGREEMENT is in effect, and shall take all necessary steps to bind them to the terms and conditions of this AGREEMENT, as well as agree that CLIENT shall be jointly and severally liable for any liability incurred by any of its officers, directors, employees, contractors, agents, affiliates, consultants, subsidiaries, assignees, or any individual or any entity acting on its behalf, arising from any breach of the terms, conditions, or obligations of this AGREEMENT.

  3. In the event that the AGENCY ends its contractual or business relationship with any of its current or future Vendors, Employees, or Contractors, CLIENT agrees that it shall not directly enter into any subsequent contractual or business relationship with any such former Vendors, Employees or Contractors provided that this provision does not impose any obligation that CLIENT terminate or breach any valid or enforceable agreement that it may have entered into with any Vendor, Employee, or Contractor of AGENCY prior to the beginning of the contractual or business relationship between AGENCY and CLIENT, provided that at the expiration of any such agreement, CLIENT shall not enter into any subsequent agreement, whether oral or written, with any such former Vendor, Employee, or Contractor.

  4. These terms shall be valid and enforceable for two (2) years from the Effective Date and is to be applied to any and all transactions entered into by the CLIENT, and all those bound to the terms and conditions of this AGREEMENT, including follow-up, repeat, extended, or renegotiated transactions regardless of the success of the project.  The CLIENT, its officers, directors, employees, contractors, agents, affiliates, consultants, subsidiaries, assignees, or any individual or any entity acting on its behalf, hereby confirm that the identities of the Vendors, Employees, and Contractors, and each of them, are proprietary to the AGENCY and shall remain so for the duration of this AGREEMENT and enforceable for two (2) years from the Effective Date of this AGREEMENT.

  5. The Parties agree that the terms and conditions of this AGREEMENT, including, but not limited to, its existence, and the nature thereof, and the names of any and all Vendors, Employees, and Contractors, shall be considered strictly confidential, and shall not be revealed to any third party, including, but not limited to, any Vendor, Employee, or Contractor, for two (2) years from the Effective Date of this AGREEMENT.

  6. CLIENT shall take all necessary steps to ensure that those entities and individuals bound by the terms and conditions of this AGREEMENT shall maintain the confidentiality obligations established herein.  In the event that CLIENT, or any of its officers, directors, employees, agents, affiliates, consultants, subsidiaries, assignees, or any individual or any entity acting on its behalf, breach this confidentiality provision, the CLIENT, or any individual, or entity acting on its behalf, shall be subject to damages in addition to any additional or alternative liability for any other legal or equity remedy available to the AGENCY.

AGREEMENT TERMS USAGE:

This AGREEMENT has been drafted for the sole use of AGENCY under specific and limited circumstances. AGENCY cannot be held liable should CLIENT or any third-party copy, use, or modify any portion of this AGREEMENT for their own gain.

HEADINGS:

The headings herein are inserted only as a matter of convenience and reference, and in no way define or describe the scope of the AGREEMENT or the intent of any provisions thereof.

ENTIRE AGREEMENT:

This AGREEMENT with executed Proposal, constitutes the entire AGREEMENT between the parties with respect to the Project subject matter. It supersedes all previous agreements and understandings between the parties and each party acknowledges that, in entering into this AGREEMENT, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties, or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this AGREEMENT and executed Proposal. Thus, this AGREEMENT and executed Proposal constitute the sole AGREEMENT between AGENCY and CLIENT. The AGREEMENT becomes effective when the Proposal or AGREEMENT in any form is signed or agreed to in any form including, but not limited to, written or electronic communication by CLIENT. For example, if CLIENT requests additional Services by AGENCY, CLIENT agrees to the most current Service Agreement of AGENCY at the time of additional service request. Submission of this AGREEMENT by AGENCY implies lawful signature and acceptance of terms. The most updated Service Agreement can be found on AGENCY’s website. CLIENT may also request a full current version of the Service Agreement by written communication at any time.

SIGNATURE AUTHORITY:

Both parties warrant that they have carefully read and fully understand the terms set forth in this AGREEMENT. Each party hereby represents and warrants that they are duly authorized to execute and deliver this AGREEMENT on behalf of CLIENT or AGENCY and that this AGREEMENT is binding upon CLIENT and AGENCY in accordance with its terms herein.

TERMS SPECIFIC TO PAY PER CLICK (PPC) MARKETING (Only When Applicable)

AGENCY’s COMMISSION:

  1. CLIENT understands that AGENCY may receive a commission from vendors or media providers as payment for services performed under this AGREEMENT. Vendor will bill AGENCY for full CLIENT budget minus AGENCY’s commission.
  2. CLIENT understands that if AGENCY does not receive a commission from vendors or media providers that AGENCY will compensate itself 30% of the CLIENT budget as its service fee.


DEFINED COMMON SCOPE OF WORK:

The following items and common scope of work and services are available services to be provided to CLIENT under this AGREEMENT include, but are not limited to:

  1. Digital Media Buying
  2. Search Engine Marketing Pay Per Click
  3. Display Ad Serving
  4. Video Ad Serving
  5. Facebook Ad Serving
  6. LinkedIn Ad Serving
  7. Digital Media Management
  8. Digital Conversion Tracking Tools
  9. Display Banner Graphic Design
  10. Monthly Reporting
  11. Additional services requested of CLIENT shall be priced on a per project basis typically at an hourly or flat project rate. A separate agreement detailing the scope of work, compensation, and duration shall be executed and signed by both parties prior to AGENCY beginning any work. Agreements made via electronic communications, such as email or project management software, shall be considered valid and binding.

ADVERTISING BUDGET CONTINGENCIES:

  1. Planned Budget Excess: AGENCY is responsible for management and pacing of CLIENT budgets. CLIENT understands that the advertising software systems have a 10% margin of error in overspending despite particular budgets being set. CLIENT understands that it is CLIENT’s responsibility to set planned media budgets accordingly. AGENCY shall make all reasonable efforts to achieve planned budget. In the event budgets extend beyond 10%, then the AGENCY shall be responsible for the excess amount above 10%.
  2. Planned Budget Deficiency: CLIENT understands that at times the advertising platforms will not offer the supply or demand (based on service) in order to fulfill planned media budgets. (Example: Google Search Engine Marketing Pay Per Click will not spend through the entire budget at times if the budget exceeds marketplace demand). In the event of a planned budget deficiency, AGENCY shall make all reasonable attempts to maximize the full planned budget, and in the event adjustments are unsuccessful, then AGENCY is to notify CLIENT in a timely manner and provide recommendations or alternative solutions. Furthermore, in the event of an excess budget, the remainder shall be applied forward to the next month under AGREEMENT. If there are no months left on the AGREEMENT, the excess budget will be refunded minus applicable transaction charges accrued by AGENCY in the original processing of that budget payment (for example, a 2% processing charge from Visa or Mastercard, etc).



REFUNDS:

Since all budgets are preloaded into our networks and CLIENT platforms, no refunds can or shall be issued once funds have been received and processed.