Terms & Conditions of Service
MARKETING SERVICES AGREEMENT
THIS MARKETING SERVICES AGREEMENT (this “Agreement”) is entered into effective the date of first purchase (the “Effective Date”) by and among MarketMaster Digital Marketing Group LLC, a New York Limited Liability Company (“Agency”) and customers purchasing advanced services & digital products ("Client") who wish to receive digital marketing, exclusive & qualified leads, logos, websites, SEO, strategy consultation, business introductions or other digital services provided by Agency.
WHEREAS, Agency is in the business of providing design, digital marketing, lead generation, web development, SEO and promotion services; and
WHEREAS, Client is in the business of selling merchandise / services as described in exhibit A attached hereto; and
WHEREAS, Client desires to engage Agency to render, and Agency desires to render to Client, certain design, digital marketing and promotion services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Appointment of Agency. Client hereby engages and appoints Agency, to perform the web-based marketing, lead generation, marketing consultation, client relations and other marketing-related services as more specifically set forth in the Scope of Works attached hereto as Exhibit A or as agreed upon by the parties, in writing, from time-to-time (each a “SOW” or addendum). The first applicable SOW subject to the terms herein shall be executed simultaneously upon execution of this Agreement. Additional SOWs may be entered into between the parties and will become effective when signed by the parties. Any additional SOW entered will be governed under this Agreement.
2. Term and Termination.
(a) Term. The Term of this Agreement will commence on the Effective Date and will continue thereafter for a period of one (1) month(s) unless and until terminated by either party as set forth herein (the “Initial Term”).
(b) Renewal. This Agreement will renew on a one (1) month basis, “Renewal Term” unless, at least ten (10) days prior to the end of any Renewal Term then in effect, either party delivers to the other, written notice of its election to terminate the Agreement as of the end of the Renewal term. If the Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term will be the same as the terms in effect immediately prior to such renewal, subject to any amendment executed by the parties and attached hereto.
(c) Termination. This Agreement will terminate ten days after receipt of election to terminate as provided in section 2 (b) herein.
(i) The Agreement herein may be terminated by either party immediately in the event of a breach by the other party that remains uncured following written notice to the breaching party with a ten (10) day right to cure; provided, however, breaches of the confidentiality provision set forth herein are not curable; or
(ii) The Agreement may be terminated by either party, effective immediately, if the other party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
(d) Effect of Termination.
(i) The expiration or termination of this Agreement or any SOW, for any reason, will not release either party from any obligation or liability to the other party, including any payment obligation that has already accrued hereunder and/or the obligation to deliver Services as of the date of notice of termination.
(ii) Agency, upon payment of undisputed invoices, will make available to Client or its representative, all property and materials in Agency’s possession, custody or control belonging to Client or generated by Agency and individually purchased by Client pursuant to this Agreement including, without limitation, relevant Advertising Materials and Client Confidential Information (defined below). Agency will provide the transfer in electronic or any other form requested by Client. If form of transfer is other than electronic, Client will bear reasonable costs which will be submitted in writing to Client for approval before any transfer occurs.
(iii) If any projects or arrangements remain incomplete upon termination and cannot be assigned to Client or its representative, such projects or arrangements will be completed by Agency who will submit to client costs for such completion who must approve said cost before Agency completes the work.
(iv) Agency will promptly return, or if so requested, destroy, any Confidential Information in Agency’s possession (including all copies thereof).
3. Agency Services.
(a) During the Term, Agency will perform for Client the specific services (“Services”) set forth in the SOWs. In the event any provision contained in this Agreement is in conflict with a provision in a particular SOW, the SOW will govern with respect to such SOW only. The Services will meet the standards of quality for the industry and will be performed timely in a professional and workmanlike manner with reasonable care and in compliance with industry standards and applicable U.S. laws, rules and regulations.
(b) At any time during the Term, Client or Agency may propose modifications to the Services set forth in any SOW. Agency will estimate the cost and delay, if any, associated with such modifications and will provide a written estimate of additional costs which must be approved in writing by Client before Agency proceeds with the modification, the parties will amend the applicable SOW in writing with a fully executed change order (addendum).
(c) In connection with Agency’s provision of the Services, Client will perform those tasks and fulfill those responsibilities specified in this Agreement or the applicable SOW (the “Client Responsibilities”). Client understands that Agency’s performance is dependent on Client’s timely and effective performance of the Client Responsibilities and timely decisions and approvals by Client. In addition, Client Responsibilities will include reviewing any Advertising Materials (as defined herein) to ensure that claims or representations regarding Client, its competitors, and/or their respective products or services are complete, accurate, truthful and comply with all applicable laws. Agency will comply with all timeframes implemented by Client as required to enable Client to complete the Client Responsibilities.
4. Compensation and Expenses.
(a) Agency Fee. Agency fees are set out in the applicable SOW see Exhibit A attached hereto.
(b) Third-Party Costs. In addition to the Agency Fee, unless otherwise specifically set forth below or in an applicable SOW, Client upon submission of written request for third party costs as enumerated herein to Client and approval in writing by Client; Client will reimburse Agency at cost without markup for the following third-party expenses actually incurred by Agency.
(i) Third-Party Advertising Production. Agency will provide to Client a written proposal of costs which must be approved in writing by Client for all production jobs in advance of Agency incurring an expense or cost. Subject to Client’s approval in writing of Agency’s written proposal and upon receipt of an itemized invoice, Client agrees to reimburse Agency for materials and services purchased for Client on Client’s authorization including, but not limited to: mechanicals, artwork, comprehensive layouts, engravings, typography, printing, text, photographs, photostats, props, scenery, sound and lighting effects, film, audio, video, graphic design, hosting, servers, royalties, animation, acquisition and licensing of third-party rights, , slogans, jingles, license and producers fees, talent.
(ii) Travel Expenses. Client will not be obligated to Agency for Travel Costs unless Agency submits itemized written request to Client and approved in writing by Client in advance.
(iii) Research. All research, other than research initiated by Agency in the area of creative development, as necessary, will be submitted by Agency in writing to Client in advance who upon written approval by Client will be paid by the Client.
(iv) Other Expenses. Reasonable costs for overnight forwarding, shipping, messenger services and other incidental expenses incurred upon the written request of Client.
5. Billing and Payment.
(a) Upon request by Client for Services, Agency shall invoice Client for the Agency Fee as set forth in an applicable SOW. Payment of the applicable Agency Fee shall be made to Agency in full prior to Agency commencing work on any Services.
(b) Client shall remit payment to Agency via any of the following methods: (i) cash; (ii) certified funds; (iii) wire transfer, or (iv) credit/debit card.
(c) All invoices for reimbursable expenses in addition to the Agency Fee will be accompanied by appropriate supporting documentation and will be itemized and are payable within thirty (30) days from the date of receipt of the invoice. Disputed invoices will require written notice of dispute and three business day cure period before Dispute Resolution paragraph 19 (Mediation) is invoked which is a condition precedent to the filing of Litigation of the dispute.
(a) All advertising artwork and copy which represents the creative effort of the Agency and/or utilization of creativity, illustrations, labor, composition or material furnished by it, including but not limited to artwork, designs, sketches, arrangements, layouts, copy, photographs, websites, advertisements, tag-lines, and all other similar material (whether in draft or final form) developed or prepared for Client during the Term (the “Advertising Materials”) is and remains the property of the Agency, or the relevant third party from whom the Agency has acquired a right of use, including all rights of copyright therein. Client understands and agrees that, regarding Advertising material it has exclusively paid for independently from monthly compensation for services, Agency shall grant to Client a non-exclusive, perpetual, worldwide, royalty- free license to use, share, and reproduce said Advertising Materials developed or prepared pursuant to a particular SOW.
(b) All preexisting or non-customized artwork, designs, sketches, arrangements, layouts, copy, photographs, websites, advertisements, tag-lines, inventions, discoveries, innovations, improvements, materials, software processes, or procedures used, created or developed by Client or Agency in the general conduct of their respective businesses created or developed by Client or Agency outside the scope of this Agreement (collectively, “Creative Property”) will be owned exclusively by the Party creating same.
(a) Subject to the terms of Section 7(b) below, Agency agrees to defend, indemnify and hold harmless Client from and against any and all losses, damages, liabilities and expenses based upon any actual or threatened third-party claim, suit or proceeding (collectively, any “Loss” or “Claim” respectively) made or brought against Agency based upon or arising out of: (i) copyright infringement, trademark infringement, or plagiarism under U.S. law that arises specifically from Client’s use of Advertising Materials created, produced or provided by Agency pursuant to this Agreement or material breach of this Agreement; (ii) Agency’s negligence in the performance of or failure to perform the Services; or (iii) Agency’s failure to comply with applicable federal, state and local laws and regulations. The foregoing indemnification obligation will not apply to the extent that any such Claim resulted wholly or in part from Client’s negligence or willful misconduct. Agency agrees to hold Client harmless and shall indemnify Client for any violations or lawsuits filed as a result of unauthorized use of websites or other Intellectual Property right that the Agency violates in marketing the products of Client.
(b) Client will be responsible for the accuracy and completeness of information concerning Client which Client furnishes to Agency in connection with the preparation of Advertising Materials. Subject to the terms of Section 7(a) above, Client agrees to indemnify, defend and hold harmless Agency its subsidiaries, affiliates and each of their respective officers, directors, employees, agents and shareholders from and against any and all Losses based upon any Claim made or brought against them based upon or arising out of: (i) Client’s material breach of this Agreement; (ii) the nature or use of the Advertising Materials; (iii) information or materials provided by Client for inclusion in Advertising Materials; (iii) material changes that Client makes to Advertising Materials provided by Agency; (v) Client’s use of any third-party materials beyond the terms of the rights granted in such third-party materials as such terms are approved and provided to Client in advance in writing by Agency and (vi) any elements of the Advertising Materials to which Agency sufficiently alerted Client, in writing, of the relevant risk and Client agreed in writing to incur such risk.
(c) Upon the assertion of any Claim against an indemnitee by any third party that may give rise to an indemnification obligation hereunder, the indemnitee will promptly notify the indemnitor of the existence of such Claim and will give the indemnitor reasonable opportunities to defend and/or settle the Claim at its own expense and with counsel of its own selection. The parties agree to render to each other such assistance as may reasonably be requested in order to ensure a proper and adequate defense. Neither party will make any settlement of any Claim which might give rise to liability of the other party hereunder without the prior written consent of such party (such consent not to be unreasonably withheld).
8. Representations and Warranties.
(a) Agency represents and warrants that: (i) Agency has the full power and authority to enter into this Agreement and to grant the rights contained herein, and that the performance of this Agreement will not violate any agreement or obligation of Agency; (ii) Agency has legal ownership rights of use and/or licenses and consent to any Agency Property and all third-party assets, which are provided by Agency to be included in the Advertising Materials; (iii) except as disclosed in writing, the Advertising Materials provided hereunder are original and have not been previously published; (iv) (except with respect to Client-provided information) Advertising Materials will not infringe upon the intellectual property or publicity rights of any third person; (v) Agency will comply with all federal, state or local law, rule or regulation of any jurisdiction applicable to the activities contemplated herein and will be solely responsible for its violation of such laws and (viii) Client’s use of Agency’s Services and the Advertising Materials as contemplated herein and applicable SOWs will not violate any third party’s rights or any applicable federal, state or local law, rule or regulation.
(b) Client represents and warrants that: (i) any information, materials or products supplied to Agency for use in connection with the Services and the Advertising Materials will not infringe the intellectual property or publicity rights of any third party; (ii) Agency’s use of any such Client-provided materials or information as contemplated by this Agreement will not violate any laws, regulations, or ordinances; and (iii) it has the full power and authority to enter into this Agreement.
(a) “Confidential Information” will mean all tangible and intangible data, formulae, processes, procedures, methods, documentation, information, records, drawings, designs, specifications, test results, evaluations, know-how, research, business plans, strategies, forecasts, financial information, pricing, employee, customer or vendor information, software, hardware or prospects obtained, received or developed in connection with the performance of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”. Confidential Information will not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the receiving party or any receiving party affiliate or subcontractor; (ii) is or becomes available to the receiving party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the receiving party prior to being disclosed by or on behalf of the disclosing party; (iv) was or is independently developed by the receiving party without reference to or use of, in whole or in part, any of the disclosing party’s Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction.
(b) The receiving party agrees to regard and preserve as strictly confidential all Confidential Information and will maintain all Confidential Information in trust and confidence and will not disclose or otherwise make available any Confidential Information to any person, firm or enterprise except solely as may be required for the performance of its obligations hereunder. The receiving party will not directly or indirectly use, sell, assign, lease, dispose of or commercially exploit any Confidential Information for its own benefit or the benefit of any third party. The receiving party will not make any copies of the Confidential Information except as may be required in order to provide the Services.
(c) The receiving party will use at least the same degree of care as it would use to protect its own information that it does not desire to have disseminated or published, but in no event with less than a commercially reasonable degree of care. The receiving party will limit access to and disclosure of Confidential Information to its employees on a “need to know” basis only. The receiving party agrees to take all other commercially reasonable and adequate steps to ensure compliance with the obligations set forth herein. Any employee to whom Confidential Information is disclosed will be informed of this Agreement. The receiving party agrees to notify the disclosing party promptly and in writing of any circumstances of which the receiving party has knowledge relating to any unauthorized possession, use or knowledge of all or any portion of the Confidential Information.
(d) The receiving party will be responsible for any breach of this Section 9 caused by any receiving party affiliate or subcontractor. At any time during or after the Term, upon the disclosing party’s written request, the receiving party and receiving party affiliates and subcontractors will promptly return to the disclosing party all copies, whether in written, electronic or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to disclosing party that such Confidential Information has been destroyed. The disclosing party may seek equitable relief (including injunctive relief) against the receiving party and receiving party affiliates and subcontractors to prevent the breach or threatened breach of this Section 9 and to secure its enforcement, in addition to all other remedies available at law.
10. Assignment. This Agreement may not be assigned by any Party in whole or in part without the prior written consent of all other Parties. Any
purported transfer, assignment or delegation in violation of this Section 10 will be null and void and of no force or effect.
11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Notice. All notices, requests, consents, claims, demands, waivers and other communications hereunder will be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (plain text, text or PDF document with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following email addresses:
13. Force Majeure. No party will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; or (h) strikes, labor stoppages or slowdowns or other industrial disturbances (each a “Force Majeure Event”). The party suffering a Force Majeure Event will give prompt notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue and will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted party will resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
14. Survival. Any provisions which, by their nature, should survive such expiration or termination of this Agreement (including, without limitation, indemnification, insurance and confidentiality provisions) will survive the termination or expiration of this Agreement.
15. Relationship of the Parties. Except as specifically provided herein and necessary in connection with Agency’s Services provided hereunder, neither party hereto will have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Nothing herein will be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship and, at all times, Agency will be an independent contractor pursuant to this Agreement.
16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
17. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
18. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
19. Dispute Resolution. The parties agree that any claim, dispute or controversy between the parties which arise out of or relate in any way to this Agreement or a breach hereof and which the parties are unable to resolve informally shall be submitted to mediation with jurisdiction in the state Agency is licensed in at the time of dispute. Nothing in this agreement shall be construed to prevent either party's use of bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relating to any collateral, security or property interests for contractual debts now or hereafter owed by either party to the other under this Agreement.
20. Waiver of Jury Trial. Each party hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
21. Interpretation. For purposes of this Agreement, (a) the word “or” is not exclusive; and (b) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to sections, schedules and exhibits mean the sections of, and schedules and exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
22. Headings. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.
23. Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals, oral or written, all previous Agency negotiations and all other communications and understandings with respect to the subject matter hereof. This Agreement will not be amended or modified in any manner except by an instrument signed by the authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto confirm their agreement to the foregoing by executing this Agreement through their authorized representatives as of the date first above written.
EXHIBIT A – SCOPE OF WORK
MarketMaster Digital Marketing Group LLC shall be responsible for the following:
1.) Digital Marketing & Lead Generation Services:
a. Paid Advertising (Google + Facebook);
b. Branding & Digital Design;
2.) Web Design, Development & Management
3.) Search Engine Optimization (SEO)
4.) Outreach (Cold Calling & Email Marketing)
5.) Strategy & Growth Consultation Services
6.) Business Page Management
Agency shall service the following Campaign Location(s):
1.) Continental USA: (Client must specify regional constraints for geotargeting)
Merchandise for Promotion:
1.) Retail & Wholesale Goods, Services & E-commerce
Client shall be responsible for the following:
1.) Provision of business credit card to be kept on file and billed on a recurring basis for subscriptions to monthly services. All late/declined debit transactions or insufficient funds will result in a daily fee of 2% of the total billable amount before tax for no more than 14 days before services will terminate.
2.) Completion of an end-of-month survey for feedback on services rendered. This may be done in writing or on a recorded line.
3.) Expedient provision of all information necessary to carry out a professional marketing campaign, including company branding & literature, website & social media login credentials, geo-targeting constraints, digital files and assets, updates about inventory shortages, unpredicted store closings, changes in operations or other circumstances that may either affect the health of Facebook accounts owned by Agent/Client or cause any other campaign setbacks, product photos, prices and/or price ranges, sear codes, specifications, colors, brands, material composition, warranties, lead times, etc.)
4.) Timely updates regarding the status of requested prospective customer orders generated from services provided by Agency, including when a prospective customer has already been in contact with Client (duplicate lead or an existing customer), when orders are fulfilled/completed and when return customers referred by Agency place additional orders.
5.) Timely response (within 5 business days) to all emails, texts and phone calls from Agency regarding digital services and marketing plan execution.
Client shall be charged on either a monthly, 6-month, yearly, pay-per-lead, pay-per-ad or partial-performance basis described for each unique service or product offered on our web store (or available by subscription).
Client acknowledges that payments are non- refundable and that no chargebacks are allowed. Client acknowledges that Agency will charge an additional 2% per day late-payment / declined transaction fee and that no more than 14 days of delinquency will be allowed before services are terminated. Client acknowledges that after 14 days of delinquency, Agency will terminate services for breach of contract.
Client acknowledges that, when applicable, Agency may charge Client’s credit/debit card on file automatically seven (7) days in advance of the contract renewal date. A credit card authorization form must be filed within three (3) business days if requested by Agency to avoid a delay in services and breach of contract. Agency reserves the right to terminate services immediately if Client’s card is declined but may opt to grant a 2-week grace period with daily late-payment fee as described above.
Client acknowledges that Agency will begin the campaign build and will launch (or continue) monthly/yearly campaigns within three to five (3-5) business days after receipt of payment and contract renewal.
Client understands and acknowledges that additional products, locations, accounts and services requested beyond those specifically stated herein, shall warrant additional charges and require an additional written acknowledgment/agreement (addendum) by Agency and Client of the prices and details.
Terms of Service:
Client is responsible for defining clear territorial (geo-targeting) boundaries and for maintaining an operational structure of business optimal for lead generation services, specifying what inventory is to be promoted, which customers to target and notifying Agency if these details change. Without prior notice of these constraints, refunds will not be granted for leads generated outside of Client's target audience.
All introduction/consultation calls and leads generated will be recorded for proof of service and to prevent fraudulent chargebacks.
Payment is made via credit card kept on file, charged prior to delivery of each lead, ad, service, logo, personal introduction, etc.
MarketMaster will not be responsible for the outcome of customer-client interactions after leads are delivered (disagreements, dissatisfaction over prices, policies, conduct, personal differences, dropped calls, etc.) and guarantees only to deliver phone numbers, introductions, logos, websites, ads and all services specified in each individual Scope of Work. It is each Client's responsibility to learn/understand modern sales tactics and train sales staff to maintain excellent customer service in order to maximize customer conversions from Agency lead generation.
Chargebacks are unlawful and strictly forbidden.
By completing this purchase, you hereby consent to these terms and swear to uphold them under penalty of termination, civil prosecution or criminal law.
1.) Referrals: Each successful referral earns Client a $25/mo. discount with no upper limit (2x -> $50/mo., etc.) for the duration of the time the referred customer is enrolled in service with Agency.
2.) Facebook Conduct/Etiquette:
a.) Refrain from changing any passwords or login credentials that give Agency access to ongoing advertising, web development or SEO campaigns without giving prior notice to Agency of new credentials. When required as an emergency security measure, immediate notification of changes must be given to Agency to prevent account restrictions on sensitive digital assets like Facebook, Instagram, Google, Twitter, etc.
b.) Refrain from logging into more than 2 devices at a time per social media account while under direction of Agency.
c.) Refrain from posting/commenting or behaving in any way that violates Facebook & Google Terms, Commerce Policies or Community Standards, including violating hidden rules not published or disclosed officially but discovered and made available by Agency.
d.) Refrain from political posts/comments/campaigns and philosophical arguments that may lead to flagging/reporting.
e.) Refrain from changing any ad or web content, including photos, titles, body/description paragraphs, prices, etc., without first consulting Agency.
f.) Refrain from logging into Facebook accounts while Agency is managing/posting ads.
3.) Exigency: Agency may identify critical points in a campaign at which immediate action by Client is required to ensure campaign security and success. Client is hereby obligated to follow all guidance and marketing advice given by Agency, to adapt to changes in the market, changes in Google/Facebook rules, incidences of flagging or other causes of account/campaign damage. Client releases Agency of liability for campaign disruptions caused by the failure of Client to take timely and appropriate action when prompted by Agency.
(Examples include requests by Agency for new campaign-related photos, company literature, login credentials such as usernames and passwords, inquiries for correct product pricing, reminders to respond to overlooked/neglected leads, requests to block competing vendors or any parties actively reporting Client on Facebook or any prompt from Agency for information or internal action)
4. BREACH OF CONTRACT: Violation will result in immediate deletion of all proprietary digital marketing content created for pay-per-lead or subscription-based services but does not apply to digital files, websites, logos, ads, videos or content purchased separately. In the event of account security restrictions due to password changes before eligible content can be deleted, all undeleted content will be repeatedly reported to platform administrators until none remains available for residual marketing purposes (unjust enrichment). All wrongful attempts by Client to reuse proprietary content after breach will result in continual suppressive reporting and civil or criminal litigation. Ads created for pay-per-lead marketing are, and shall remain, property of Agency and are not to be reproduced without Agency’s consent.
In the event of a fraudulent chargeback or deliberate delinquency, all business associates and clientele acquired due to effective rendering of services will be notified immediately and discouraged from engaging in further business with Client until dispute is resolved.
5. ATTORNEY FEES AND COSTS: If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and necessary disbursements incurred both before and/or after judgment in addition to any other relief to which such party may be entitled with jurisdiction in the state of New York.
6. TERMINATION: All payments under this Agreement will be irrevocable, non- refundable, and non-creditable for services rendered and will cease at the end of the contracted agreement. Intent to cancel service must be made no less than 10 business days prior to renewal of this one (1) month agreement. Failure to notify Agency of intent to cancel within this timeframe will result in the inability to cancel services until the following period.
7. COMPENSATION: MarketMaster Digital Marketing Group LLC shall be entitled to compensation for performing the tasks and duties related to the Scope of Work as listed in Exhibit A of this Agreement. All payments are non-refundable and chargebacks constitute a breach of this entire agreement.
8. ACCOUNTABILITY: MarketMaster Digital Marketing Group LLC shall not be held responsible for any disruptions to the campaign or store operations, Facebook account flagging, deactivated Facebook accounts, negative customer/prospective customer feedback or any other consequence of Client's failure to adhere to either the terms of this agreement or to marketing advice provided by Agency during service.
9. ENTIRE AGREEMENT: This writing contains the entire agreement of the parties engaged. No representations other than those expressly set forth in this agreement were made or relied upon by either party. No agent, employee or other representative of either party is empowered to alter any of the terms of the Agreement unless done in writing and signed by a representative of both the Agency and Company.