Terms and Conditions
DIGITAL MARKETING SERVICES AGREEMENT
This Digital Marketing Services Agreement (hereinafter referred to as the “Agreement”) is entered into by and between AMA Tactical Media (hereinafter referred to as the “Consultant”) and Client (hereinafter referred to as the “Client”, collectively referred to as the “Parties”), both of whom agree to be bound by this Agreement. This Agreement shall be effective the date both Parties sign this Agreement (the “Start Date”)
RECITALS
WHEREAS, Consultant possesses professional expertise in the field of digital marketing services.
WHEREAS, Client desires to engage Consultant and Consultant accepts the engagement to perform certain digital marketing services (create, optimize and run Google Ads) for Client in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, Consultant and Client agree as follows:
TERMS OF AGREEMENT
1. RETENTION OF CONSULTANT
Client hereby retains Consultant and Consultant hereby agrees to render the Services to Client upon the terms and conditions as set forth herein.
2. DESCRIPTION OF THE SERVICES
Consultant shall provide Client the following services (collectively the “Services”):
2.1 [Operating and maintaining Google Ads, creating campaigns aligning with marketing objectives within the provided budget, “this may change according to client’s desire”]
2.2 Additional services may be discussed by the Parties with additional fees to be agreed to by the Parties hereto in writing.
2.3 Consultant is providing the aforementioned Services “as is” without warranty or condition of any kind. Consultant hereby disclaims all warranties and conditions with regard to the Services rendered by Consultant, including all implied warranties or conditions of merchantability and fitness for a particular purpose. Consultant does not guarantee any minimum number of views and/or procurement of followers on any social media platform to Client.
3. TERM/SCHEDULING
The Parties agree that the term of this Agreement shall begin as of “start date” and shall be effective for an initial term of one (1) month (the “Initial Term”). The Agreement shall renew automatically for subsequent one (1) month renewal terms (each a “Renewal Term”) until terminated by either Party hereto or mutually by the Parties. Client may terminate this Agreement during a Renewal Term by providing fourteen (14) days’ prior written notice to Consultant.
4. COMPENSATION OF CONSULTANT
4.1 Client shall pay Consultant a commission of 15% of the monthly Ads spent on Google (the “Monthly Services Payment”) by the first day of each applicable month during the effective term of this Agreement. Consultant shall not render the Services for any given month until payment for such month has been received in full by Consultant. Client acknowledges and agrees that Consultant may utilize the Monthly Services Payment in its sole discretion with respect to the amount it spends on advertisements in rendering the Services for any given month.
4.2 Additional Services If, and to the extent that, Client requests Consultant to render services on behalf of Client other than those required to be rendered under this Agreement, such additional services shall be compensated separately at a rate as agreed to by the Parties in a new Statement of Work signed by both of the Parties hereto. The fee for any such additional services shall be added to Client’s monthly payment to Consultant as described above.
5. OWNERSHIP RIGHTS
Client will own all of its proprietary information as included in the Services, as well as all screens, documentation, digital programming, operating instructions, design concepts, content, graphics, domain names, and characters. All Services provided by Consultant, including systems, computer programs, operating instructions, unique design concepts, other documentation developed for or specifically relating to Client’s information processing, all of Client’s source documents, stored data and other information of any kind, and reports and notes prepared by Consultant, will be “works for hire” under any and all applicable United States and/or Canadian copyright laws, and therefore the property of Client. Such work may not be used by Consultant for any other purpose except for the benefit of Client. Any and all such property shall be delivered to Client on request. Upon request of Client, Consultant shall sign all documents necessary to confirm or perfect the exclusive ownership interests of Client.
6. CONSULTANT OWNERSHIP RIGHTS & GRANT OF LICENSE
Notwithstanding any other provision of this Agreement, the Services will and/or may include some past proprietary information that Consultant has previously developed for its own use (“Consultant’s Prior Proprietary Information”). Consultant expressly retains full ownership of Consultant’s Prior Proprietary Information, including all associated rights to use such information. However, Consultant also grants to Client a perpetual, non-exclusive license to use Consultant’s Prior Proprietary Information.
7. INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor with respect to its relationship to Client. Neither Consultant nor Consultant’s employees are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Consultant, Consultant’s employees, or any governing body for any payroll taxes related to the performance of the Services.
8. LIMITATION OF LIABILITY
Under no circumstances shall Consultant be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. The maximum aggregate liability of Consultant to Client arising out of or in connection with this Agreement shall not exceed the amount of any fees paid by Client to consultant for the Services described in any applicable Statement of Work. For purposes of this section, “fees” does not include any payments made by Client to thirty-party servicers in connection with the Services provided by Consultant.
9. INDEMNITY
Client agrees to defend, indemnify, and hold harmless Consultant and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation or warranty under this Agreement.
10. NO WARRANTIES AND/OR GUARANTEES
To the maximum extent permitted by applicable law, all Services are provided “as is” without warranty or condition of any kind. Consultant hereby disclaims all warranties and conditions with regard to the Services rendered by Consultant, including all implied warranties or conditions of merchantability and fitness for a particular purpose. Consultant does not guarantee any minimum number of views and/or procurement of followers on any social media platform to Client.
11. CONFIDENTIALITY
Neither Party hereto will at any time or in any manner, either directly or indirectly, use for the personal benefit of themselves, or divulge, disclose, or communicate in any manner any information that is proprietary to the other Party (i.e., trade secrets, know-how and confidential information). The Parties will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Either Party may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available to a Party.
12. ASSIGNMENT
This Agreement is not assignable, in whole or in part, by either Party without the prior written consent of the other Party. Any attempt to make such assignment shall be void.
13. ATTORNEYS' FEES
In any legal action between the Parties concerning this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.
14. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
15. GOVERNING LAW & FORUM
This Agreement shall be construed in accordance with the laws of Canada, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in Canada and both Parties expressly consent to jurisdiction in such courts.
16. COMPLETE AGREEMENT & AMENDMENT
This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.