Digital Agency Service Agreement
Digital Marketing Services Agreement for Your Reputation Rocks
(Last Modified: 10/13/2019 – 5:00 pm EST)
This agreement between “Client” who is engaging Your Reputation Rocks located online at YourReputation.Rocks on the date this form is submitted to act as an independent contractor for the specific project to provide one or more of the following services:
· Reputation Management
· List Builder with List Sync Pro
· Social Marketing
· Website design, development, maintenance and hosting
· Pay-per-click advertising campaign management (Ad Words)
· Paid social campaign management
· Search Engine Optimization (SEO)
· And any and all other consulting services.
WHEREAS, Your Reputation Rocks is an independent contractor hired to provide outsourced digital agency services on a monthly basis (see service descriptions).
WHEREAS, Client seeks to utilize Your Reputation Rocks services to provide digital agency for their business.
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;
1. Digital Agency Cost & Payments: Client agrees to pay the proposal price each month for services. Services will be billed a month in advance, and payments will be due on the contract start day of the month. Your Reputation Rocks has the right to terminate the agreement with a seven-day notice in the event the services are not pre-paid for by the client.
Pricing is based on current scope of work. In the event additional services are required or there is a major change in the scope of work, then Your Reputation Rocks reserves the right to adjust our pricing. In the event the travel required to fulfill these services is more than 50 miles, then Your Reputation Rocks shall be reimbursed for expenses incurred. All expenses must be pre-approved by the Client.
2. Additional Services: Your Reputation Rocks may provide additional services including but not limited to training, photography or video services based on the client’s request. Your Reputation Rocks will do this via the services listed in custom case-by-case bases.
3. Term of Agreement: Client agrees the term of this agreement will be for one year. The agreement will automatically renew one year from the date the agreement is signed unless a written notice of either party’s intent to the other that they will not be renewing is provided 45 days prior to the annual renewal date.
Either party may terminate the agreement with 30-day written notice. In the event the Client exercises this 30-day out clause prior to the end of the initial year, all digital intellectual property will remain under the ownership of Your Reputation Rocks. Should the client wish to transfer the ownership of the intellectual property, all monies for the remainder of the agreement (prior to final termination date) will become due (per section 1 of this agreement). Client agrees to give required access to Your Reputation Rocks to complete its work. Your Reputation Rocks will use best efforts to work to finish out providing services for the final 30 days.
Membership in our Services are void where prohibited.
4. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Your Reputation Rocks’ efforts.
5. Additional Tools/Software & Cost: Your Reputation Rocks may require certain tool/software/services to support our efforts. Client agrees to be responsible for all cost one time or monthly for such tools/software. Your Reputation Rocks agrees that it will not purchase or subscribe to such software without pre-approval from the Client
6. Managing Clients Internal Resources: Client agrees that Your Reputation Rocks will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all of the current internal digital marketing resources (employees, contractors, etc.).
Clients agrees that all digital resources will report to Your Reputation Rocks on an as needed basis to implement the program effectively. Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by Your Reputation Rocks and the executive committee of the client.
7. Collaborative Actions. Customer understands that certain digital agency activities require the timely and reasonably diligent cooperation of the client or Location. To the extent that our ability to complete certain activities or obtain favorable results is attributable to a lack of timely or reasonably diligent cooperation from client or location, in such case, a failure to complete activities or obtain results shall not constitute a breach of this Agreement.
8. Additional Services Fees: In the event the Client would like to use Your Reputation Rocks for services outside of the scope of services additional charges may apply. In the event Your Reputation Rocks is asked to do hourly work outside of the scope of this agreement, then the following charges will apply:
Your Reputation Rocks Hourly Fee: $75.00 per hour
9. Authorization: Client agrees to give Your Reputation Rocks access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Your Reputation Rocks will use best efforts to secure and protect all passcodes. Only authorized representatives of Your Reputation Rocks will be allowed to access passcodes and only on an as needed basis. Passcodes may also be securely encoded into automated software processes that collect data, and make changes to data as programed.
10. Copyrights and Trademarks: The Client represents (informs) to Your Reputation Rocks and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Your Reputation Rocks for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Your Reputation Rocks from any claim or suit arising from the use of such elements furnished by the Client.
11. Ownership to Deliverables: Your Reputation Rocks or its partners retain the intellectual rights to all items previously owned by Your Reputation Rocks/partner. Client retains the rights to all deliverables that are not marked as Your Reputation Rocks property. Items that are not specifically transferred to the Client will remain the property of their respective owners. Your Reputation Rocks may choose to give the Client a one-time lifetime license for use of any of its intellectual property.
12. Work Credit: Client agrees to allow Your Reputation Rocks to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Your Reputation Rocks’ services to other companies.
13. Assignment of Project: Your Reputation Rocks reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
14. Non-Disclosure: Your Reputation Rocks, 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 non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non- public confidential information obtained about the Your Reputation Rocks to another party.
15. Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Your Reputation Rocks can make no guarantee on the results that may be provided as a result of our work. Your Reputation Rocks represents that in good faith it shall make every effort to ensure that the client’s digital agency services are successful.
Your Reputation Rocks does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client.
In no event, will Your Reputation Rocks be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital agency services or website(s), even if Your Reputation Rocks has been advised of the possibility of such damages.
16. Indemnity: The client does hereby expressly agree to indemnify and hold harmless Your Reputation Rocks, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Your Reputation Rocks, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.
17. Agreement Revisions: Revisions to this Agreement will be considered agreed to by Your Reputation Rocks and Client when requested changes have been signed by both parties.
18. Lawful Purpose: Client may only use Your Reputation Rocks’ digital agency and design services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
Our Services may not be used for or in connection with any illegal activities or any activities that we deem improper for any reason whatsoever, in our sole discretion. We reserve the right to take preventative or corrective actions to protect the Company and its users from such illegal or improper activities.
19. Termination: Your Reputation Rocks may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and Your Reputation Rocks refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Your Reputation Rocks for other collection costs and expenses it may occur
20. Entire Understanding: The agreement constitutes the sole agreement between Your Reputation Rocks and Client regarding the use of services. It becomes effective only when signed by both parties.
21. Your Reputation Rocks Media Vendors: In connection with Services provided hereunder, Your Reputation Rocks has the right to utilize contractors, third-party companies, and vendors selected by Your Reputation Rocks at its sole discretion (each a Vendor) to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms Your Reputation Rocks deems in its sole discretion as acceptable (Vendor Terms). Your Reputation Rocks will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.
22. Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.
23. Fax/Scanned Copy of Signature & Online Signatures: Both parties agree that a faxed or scanned copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding. Collection of online signatures by either or both parties shall also be considered acceptable, legal and legally binding.
24. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina without regard to such state’s principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Wake County, North Carolina, and all legal proceedings shall take place in Wake County, North Carolina.
By electronically executing the proposal, you agree to all of the terms and conditions.