The Consulting Services Agreement and the Terms & Conditions contained herein represent the entire agreement, hereinafter “The Agreement”, between Consultant and Client.
1. Services to be performed.
Consultant agrees to perform marketing consulting services (the “Services”) on Client's behalf, according to the Services Description Details hereby incorporated into the Consulting Services Agreement. Consultant agrees to provide the Services to Client each month in exchange for the fees set forth in the Consulting Services Agreement.
2. Term of Agreement.
The Agreement will become effective upon the "Effective Date" which is defined as the date that Client's initial payment is transacted. The Agreement Term begins on the Effective Date:
A) “Monthly Program” Term: A Monthly Program Term is month-to-month from the Effective Date and expires 30-Days after the last Monthly Fee has been paid by Client. Monthly Programs automatically renew on a month-to-month basis at the Monthly Fee amount stated in the Consulting Services Agreement until such time as Client provides Consultant with a 10-Day Written Notice of Cancellation to: firstname.lastname@example.org
B) “Monthly Installment Program” Term: A Monthly Installment Program Term is from the Effective Date and expires 30-Days after the 12 th Payment has been paid by Client as stated on the Consulting Services Agreement. Thereafter, Monthly Installment Programs automatically renew on a month-to-month basis and the Monthly Fees continue until the date Client provides DVC with a 10-Day written Notice of Cancellation. Notice of Cancellations are sent to: email@example.com
C) “Paid In Full Program” Term: A Paid In Full Program terminates on the Program Expiration Date as stated in the Consulting Services Agreement.
3. Monthly Installment and Monthly Program Automatic Renewal.
For a “Monthly Installment Program” or “Monthly Program”, The Agreement shall automatically renew on a month-to-month basis at the expiration of the Term stated above, and the Monthly Fees shall continue until Client provides Consultant with a 10- day written notice of Client’s intent to cancel. Notice of Cancellation shall be given only by email to: firstname.lastname@example.org
4. Monthly Installment Program and Monthly Program Payments.
In consideration for the Services to be performed by Consultant, Client agrees to pay Consultant a consulting Start-Up Fee, plus a Monthly Fee for the duration of the Term. The Start-Up Fee, which consists of the Set-Up Fee and 1st Month’s Monthly Fee, is due on the Effective Date. Subsequent Monthly Fees shall be paid on the same day each successive month after the Effective Date until fully paid.
5. Payment Continued.
For Pay-Per-Click Clients Only: Consultant shall manage Client’s 3rd-Party Ad Spend pay-per-click service charges from Google Adwords, Facebook, Instagram, Twitter, LinkedIn, Pinterest, Yahoo!, Bing, YouTube, TikTok, Snapchat, etc. as well as online directory costs that Consultant directly sets up on Client’s behalf (“Client’s Managed 3rd Party Expenses”). Client agrees to pay directly for any cost incurred for Client’s Managed 3rd Party Expenses, and shall provide Consultant with credit card account information to pay such expenses. Such expenses shall not exceed the amount set forth above (“Additional Monthly 3rd-Party Ad Spend (Paid Directly to Provider)”) in any given month without written authorization by Client; however, Consultant’s Set-up Fee and/or Monthly Fees shall not be included in the calculation of Client’s Managed 3rd Party Expenses. Consultant has no obligation to manage Client’s Managed 3rd Party Expenses when Client is in default under this Agreement.
6. Early Termination.
During the Term as stated above, The Agreement is non-cancelable. Thereafter, Client must provide a 10-day written notice of such termination according to the procedure set forth in Paragraph 3 above.
7. Late Fees.
Late payments by Client shall be subject to late fees of 1.5 % per month from the due date until the amount is paid. Any EFT payment returned or rejected by Client’s bank shall be subject to a $40 NSF fee payable by Client to Consultant. Consultant has the right to discontinue Services without notice to Client if any payment becomes delinquent by more than 3 days.
Any modifications to The Agreement must be in writing and signed by both parties. Any waiver shall not be effective against any party unless in writing executed on behalf of such party. In the event that any of The Agreement provisions of The Agreement shall be held by a court to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that The Agreement shall otherwise remain in full force and effect.
Client must report any deficiencies in Consultant's services to Consultant in writing within 30-days of performance to receive warranty remedies. Software bugs are to be expected and addressed under the terms of The Agreement. Client's exclusive remedy for any breach of the above warranty shall be the re-performance of Consultant's services. If Consultant is unable to re-perform the services, Client shall be entitled to recover the fees paid to Consultant for the deficient services.
THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THE AGREEMENT.
10. Limited Liability.
Consultant's total liability to Client under The Agreement for damages, costs and expenses shall not exceed the compensation received by Consultant under this Agreement.
NEITHER PARTY TO THE AGREEMENT SHALL BE LIABLE FOR THE OTHERS LOST PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
11. Dispute Under Agreement.
In any dispute under The Agreement, Consultant and Client agree to submit their dispute to binding arbitration. The arbitration shall be conducted before the Judicial Arbitration and Mediation Services (“JAMS”) in Los Angeles, California, pursuant to JAMS rules and before a JAMS Arbitrator selected by the parties or, if the parties cannot agree, pursuant to the JAMS rules. The parties agree that all disputes shall be governed by California law. In any dispute between Consultant and Client arising from The Agreement, each party shall be responsible for their own attorney’s fees and costs.
All notices and other communications in connection with The Agreement shall be in writing and shall be considered given as follows:
• When delivered personally to the recipient's address as stated on The Agreement;
• Three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on The Agreement; or
• When sent by email to the last email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
13. Applicable Law and Venue.
The laws of the State of California shall govern The Agreement. The venue for any legal action to enforce the terms of The Agreement will be in Los Angeles County, California and both parties expressly submit to the jurisdiction of the state and federal courts located in Los Angeles County, California.
14. Legal Action to Enforce the Payment Terms of The Agreement.
Notwithstanding anything to the contrary, in the event legal action is required to enforce the payment terms of The Agreement, Consultant shall be entitled to collect from Client any judgment or settlement sums due plus reasonable attorneys’ fees, court costs and other expenses incurred by the Consultant for such collection action.
15. 15-Second Video.
DVC and Buyer agree to the following terms and conditions with respect to the complimentary video included in this package:
(1) Stock Footage, Music, and Editing. No personal footage. This will not include voice overs or actual video or photoshoot production. DVC will only produce Buyer’s video using Buyer’s provided images, including but not limited to, Buyer’s logo, if Buyer delivers these images to DVC within 48 hours of signing up. Otherwise, DVC will use images captured from Buyer’s existing website, including but not limited to Buyer’s logo; and,
(2) Buyer's video will not be longer than 15-seconds in total length; and,
(3) Buyer will have a maximum of one set of revisions, meaning that all of Buyer's requested revisions must be submitted at one time. Additionally, all revisions must be received by DVC within 48 hours of Buyer's receiving its initial completed video. Any revisions not received within the 48-hour time period will not be used, and the initial completed video shall be deemed final and accepted by Buyer.
16. Social Media Ads ("SMA"):
Each SMA package includes a predetermined number of suggested ads. DVC agrees to present Buyer with the specified number of suggested ads for Buyer's consideration and selection. Buyer agrees to timely select at least one suggested ad from those presented to run in Buyer's SMA campaign. Buyer also agrees that further revisions or additional suggested ad creation will not be performed until the following month without additional cost to Buyer.
17. Ad, Post, and Other Content Approval.
Consultant and Client agree that Services described in the Services Description Details are performed over a fixed period of time (30-days) at a fixed rate as set forth in The Agreement. Parties understand that Client delays in providing Consultant with express approval regarding creative content such as writing, graphical content, ads, posts, or the like, can prevent or hinder the performance of The Agreement. Therefore, Consultant and Client agree to all of the following:
(1) Consultant may publish any content on behalf of Client that Consultant reasonably believes will provide benefit to Client with Client’s express approval;
(2) Before Consultant publishes any content, Consultant shall request that Client approve said content, either orally or in writing;
(3) If Client fails to provide Consultant with written disapproval of content within 48-hours of Consultant’s content submittal request, Client’s approval shall be imputed automatically and immediately, and deemed “tacitly approved”; and
(4) Client and Consultant agree that Consultant is permitted to publish any tacitly approved content as if it were expressly approved by Client.