Client Agreement
WHEREAS, Client desires to have Company provide services to provide social media marketing and advertising campaigns under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Work to be performed and services to be rendered.
During the term of this Agreement, Company shall perform the work and render the services set forth as the following deliverables:
– Monthly management of Client’s paid ads through Facebook/Google ads with the purpose of generating more customers and an optimal return on ad spend.
– Client gets access to the six included bonuses presented during the Client Demo Call.
All work to be performed and services to be rendered hereunder shall be under the general supervision of a designated Client representative.
2. Rights in the work product and background rights.
A. Company hereby grants to Client, and Client hereby accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide and non-exclusive right and license to the work product and all proprietary rights therein or based thereon.
B. Company shall cooperate with Client or its designees and execute all documents prepared by Client to affect the foregoing. Such execution shall be at no additional compensation to Company; provided, however, Client shall reimburse Company for reasonable out-of-pocket expenses incurred.
3. Compensation.
A. As compensation in full for the successful performance of the work and services to be performed hereunder including the grant of rights and licenses in and to work product and background rights, Client shall pay Company a one-time setup fee, and an ongoing performance-fee according to the designated payment link.
4. Terms of Payment.
A. Monthly performance fee will be auto-billed at the beginning of each month from the same credit card provided by the Client on the signing of this Agreement.
B. Prior to each monthly performance fee billing the Client will receive a projected invoice to review.
C. Monthly performance fee is only applicable when the advertising of the previous month has resulted in profit for the Client.
D. The client confirms that they are the authorized user of the credit or debit card used during the signup process and will not dispute the transaction.
5. Confidentiality.
A. Company agrees that the work product is the sole and exclusive property of the Client, and Company shall treat the work product on a confidential basis, and not disclose it to any third party or use it for the benefit of other than the Client. Company shall take reasonable steps and make reasonable efforts and precautions to ensure the confidentiality of the work product.
B. Company shall treat as confidential and not disclose or use for the benefit of any party other than the Client any and all information made available or disclosed to Company as a result of or related to this Agreement.
C. Company agrees to inform the Client in writing immediately, in the event that any information related to the work product is inadvertently divulged to any third party. Such writing shall describe the work product information or objects divulged.
D. Company agrees that, within seven (7) days after the term or termination of this Agreement, Company shall return all information and objects related to the work product to the Client.
6. Term of Agreement.
A. The term of any right or licenses under proprietary rights granted to Client as a result of or related to this Agreement shall be for the full term of such proprietary rights.
7. Warranties and representations.
A. For the term of this Agreement, that Company shall not assume any obligation, employment or restriction that would in any way interfere or be inconsistent with the services to be performed under this Agreement;
B. The work product is original work developed pursuant to this Agreement;
C. The work product was created solely by the Company or a subcontractor or third party working at the direction of the Company;
D. The work product, in whole or in part, does not infringe any patents, copyrights, trade secrets or other proprietary rights of third parties, and Company has received no claims or charges of such infringement by the work product or any portion thereof, and Company has no reason to believe that the work product, in whole or in part, may infringe the patents, copyrights, trade secrets or other proprietary rights of third parties;
E. Company has the authority to enter into this Agreement and to perform all obligations hereunder, including, but not limited to, the grant of rights and licenses to the work product and background rights and all proprietary rights therein or based thereon; and
F. Company has not granted any rights or licenses to third parties under work product or any portion thereof.
8. Guarantees.
A. The Client shall be entitled to the benefits of the “90-Day ROI Assurance” as outlined herein.
B. In the event that the Client does not realize a recuperation of their setup fee within a span of 90 days, as a direct result of campaigns managed by the Company, the Company undertakes to refund the difference in accordance with the terms set forth herein.
C. The verification of the guarantee’s application will be conducted during a stipulated period subsequent to the initial 90 days. This allows for meticulous data analysis and precise evaluation of the outcomes.
D. The efficacy of the guarantee is subject to the following conditions:
– The guarantee is contingent upon the Client promptly furnishing all requisite information, assets, and approvals indispensable for the initiation of the campaigns.
– The Client adheres to the performance recommendations proffered by the Company, encompassing marketing strategies, ad budget, and campaign modifications, which the Company deems to be in the utmost interest of the Client.
– The guarantee does not encompass modifications affecting the Client’s business that lie beyond the purview of Company and possess the potential to impact business performance.
9. Termination.
This Agreement may be terminated by either party upon the occurrence of any of the following events, and the terminating or cancelling party shall have no liability to the other party for the exercise of such right or termination: By either party, in the event the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of thirty (30) days after notice thereof is sent to such other party; By either party, if the other party ceases to conduct business; By Client for Client’s convenience on thirty (30) days’ prior written notice to Company.
10. Indemnification.
Company hereby indemnifies and agrees to defend and hold harmless the Client, its partners, directors, officers, affiliates, employees and agents, from and against any damages, losses, costs and expenses (including, without limitation, attorneys’ fees) suffered by either Party, as a result of a breach of this Agreement by Company or suffered as a result of the enforcement by the Client of this Agreement against Company. If the Client shall prevail in any action at law or in equity to enforce the provisions of this Agreement against Company, Company shall pay the Client’s costs and expenses (including, without limitation, attorneys’ fees) incurred by the Client in enforcing this Agreement against Company. Likewise, if the Company shall prevail in any action at law or in equity to enforce the provisions of this Agreement against Client, Client shall pay the Company’s costs and expenses (including, without limitation, attorneys’ fees) incurred by the Company in enforcing this Agreement against Client.
11. Miscellaneous Provisions.
Entirety of Agreement. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter hereof and supersedes any prior oral or written agreements pertaining to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except in a separate agreement in writing signed by Company and the Client. Severability. If any provision of this Agreement (including any sentence, clause or word), or the application thereof to any person, place or circumstance, shall be determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, (a) the remaining provisions of this Agreement shall continue in full force and effect, unaffected by such determination, (b) the court making such determination shall have the power to, and the Parties hereby request the court to, modify such provision (by providing for or adjusting the scope and/or duration of any rights or restrictions or otherwise) to the minimum extent necessary so that such provision becomes legal, valid and enforceable to the maximum extent permitted by law and (c) such determination shall apply only in the jurisdiction of such court and shall not alter, modify or affect such provision or any other provision in any other jurisdiction. Governing Law. This Agreement and all matters relating hereto are governed by and construed in accordance with the laws of the Client’s country of residence. Amendments and Modifications. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party. Limitation of Relationship. Nothing contained herein shall create a joint venture between, or partnership among the Parties. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of the Agreement. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.