Digital Marketing Terms of Service
This Digital Marketing Terms and Conditions (the “Agreement”) is bound by the executed Digital Services Proposal made by you and/or your company, (hereafter referred to as “Client”), Mixed Media Ventures, LLC (the “Company”), (also individually as “Party” and collectively as “Parties”).
Both Parties agree as follows:
1. Term
The Client is engaging the Company for the purpose of providing Digital Marketing Services (the “Services”) for the term indicated in the Digital Services Proposal.
These Service levels become effective when the Digital Services Proposal is executed by the Client party.
All services are on a pre-paid subscription basis unless otherwise amended and stated in the Digital Services Proposal.
2. Definitions
“Clients” means any firm, partnership, corporation, and/or any other entity and/or person that purchased or purchases from the Company any of the products or engaged or engages the Company’s services.
“Lead Generation Terms of Service” refers to this Agreement.
“Cancellation” refers to the cessation of service by an End-Client or Client and not the termination of this agreement.
“Employee” refers to individuals that are inactive employment contracts with either the Company or the Client. This excludes employees whose tenures precede the effectivity date of this agreement or individuals that are candidates for employment by either party.
“End-Client” shall refer to individuals, establishments, corporations, websites, or any such legal entity that the Client subscribes to the Company’s service.
3. Digital Marketing Services
The Company shall provide consultations in favor of the Client in the development and execution of the Client’s Services translating to work fulfillment.
The Company shall perform all of the Digital Marketing Services assigned to it in a timely and professional manner, hereinafter “response time”.
The Company, in consultation with the Client, will determine the methods, details and means of performing the work to be carried out for the Client. In addition, the Client shall be entitled to exercise a broad general power of supervision and control over the results of work performed by the Company to ensure satisfactory performance through the intervention of a pre-assigned Account Manager.
This power of supervision shall include the right to inspect, stop work, make suggestions or recommendations as to the details of work, and request modifications to the scope of the work.
4. Confidentiality Agreement
During the term of this Agreement, the Company agrees and understands that it may have access to documents, data, or other information, some or all of which may be confidential and/or privileged from disclosure whether or not labeled or identified as “Confidential.”
The Company shall hold the confidential and/or privileged information in confidence and shall not use the same other than for the purposes of its business with the Client, and shall disclose it only to its officers, directors, or employees with a specific need to know the said confidential information.
The Company shall not disclose, publish or otherwise reveal any of the confidential and/or privileged information received from the Client to any other party whatsoever except with the specific prior written authorization of the Client.
Confidential and/or privileged information furnished in tangible form shall not be duplicated by the Company except for purposes of this Agreement.
Upon the request of the Client, the Company shall return all confidential and/or privileged information received in written or tangible form, including copies or reproductions or other media containing such confidential and/or privileged information within five (5) days of such request.
This Section shall survive notwithstanding the termination of this Agreement.
5. Consideration
The Client shall pay the Company in accordance to:
The Client agrees to pay an amount set forth by the Company in consideration of the Company’s performance of the work.
Invoices / Payment
The Client agrees to pay Invoices on the due date indicated on the said Invoices and set forth by the Digital Services Proposal.
6. Cancellation
Client cancellations may be requested only within the 10-day window prior to the launch of a campaign (21st of the month to the end of the month).
The Client agrees that no refund shall be given arising from cancellations requested after the launch date (1st of every month).
Cessation of work for end clients may be requested, and the remaining work may be allocated to another End-Client.
7. Termination
This Agreement may be willfully terminated with a 30-day notice from either party.
In addition, this agreement may also terminate when any of the following occurs:
By either party
Upon written notice to the other party of a material breach of this Agreement. Such termination notice shall be automatically effective thirty (30) days following the receipt thereof unless the breach has been cured prior to the expiration of such thirty (30) days.
By the Client
The Company’s persistent failure to review and/or act upon documented the Client and/or its End-Clients’ complaints regarding the Company’s services.
The Company’s persistent failure to meet such turnaround time as specified in the Digital Services Proposal.
By the Company
A material breach of this agreement pertaining but not limited to Section 5 of this Agreement.
The Client’s persistent failure to set proper Client expectations regarding the nature of Services delivered.
Multiple violations of either party of Section 8 of this agreement, with “Multiple” hereby defined as three (3) or more instances or a single violation of Section 7.
Neither the expiration nor the termination of this Agreement shall relieve either Party from its obligations or rights accrued hereunder prior to its expiration or termination.
8. Non-Solicitation
During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, both parties agree that they shall not directly or indirectly approach any Client, business partner of either party, its affiliates, or with whomever either party has transacted business with for the purpose of providing services substantially similar to the nature of the relationship of both parties.
9. Mutual Non-Hire
During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, the Company and the Client agree not to unless otherwise agreed to in writing prior to its termination:
directly or indirectly initiate employment discussions with, hire, attempt to recruit, solicit, induce, or use the services of each other’s employees or contractors
solicit or encourage each other’s employees or contractors to terminate their employment
solicit or encourage each other’s employees or contractors to accept employment with any other business entity
10. Non-Exclusivity
The Client recognizes that the Company providing services under this Agreement does so non-exclusively and that the Company may perform similar services for other persons, companies, and organizations.
The Company likewise recognizes that the Client may engage other consultants to perform similar services from time to time.
11. Intellectual Property
All products and results of Client’s Services rendered hereunder are works made for hire.
Client acknowledges and agrees that the Work (and all rights therein, including copyrights) belongs to and shall be the sole and exclusive property of their respective owners.
Company has no right to any marks, logos, images, or copy (herein referred to as “Client Content”) used in Digital Marketing campaigns.
Company may use and reuse any and all royalty-free images, advertising copy, photography, and media that the Company has previously acquired on behalf of Client or other Company Clients.
If the Service is one to which the provisions of 17 U.S.C. §106A apply, Client hereby waives and appoints Company to assert on Client’s behalf Client’s moral rights or any equivalent rights regarding alterations to the Work.
12. Mediation and Arbitration
All claims, disputes, and controversies arising out of this Agreement shall first be referred to mediation under the procedures of the State of New Jersey.
If mediation fails, disputes shall be submitted to binding arbitration under the rules of the governing body of the State of New Jersey.
13. Warranties
The agreement covers the pricing, volume, and nature of work as defined in the attached exhibits.
Due to changes to search engine algorithms, no warranties except for work volume fulfillment, quality, and work originality are guaranteed.
Imperative On-Page
In order to facilitate Reputation Management services, the Company must be provided credentials to web properties owned by the Client.
Algorithm Updates
SEO and Digital Marketing are dynamic industries influenced by platforms such as Google, Facebook, Instagram, Twitter, Pinterest, and LinkedIn.
Performance changes caused by algorithm updates are not warranted.
Warranties on Human Error
Some work involves human intervention; therefore, a 1% human error rate may occur.
The Company commits to correcting any errors and completing fulfillment.
14. Designation of Representatives
Each Party may designate up to five (5) representatives who will be responsible for communications and deliverables between the Company and the Client.
Either party may change representatives with two (2) days notice.
15. Assignment
This Agreement shall be binding upon the parties and their respective heirs, legal representatives, successors, and assigns.
16. Contract Governed by Law
This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey.
Courts of New Jersey shall have exclusive jurisdiction over disputes.
17. Construction of Agreement
If any provision of this Agreement is found unenforceable, it shall be severed while the remaining provisions remain enforceable.
18. Contracting Parties
The Company and its subsidiaries acknowledge their respective rights and obligations regarding the performance of the Digital Services Proposal to the Client.
19. Entire Agreement
This Agreement represents the complete understanding between the Parties and supersedes all prior proposals or agreements.
This Agreement may only be amended in writing signed by both Parties.
The signature and affirmation of the Digital Services Proposal indicates that all terms and conditions in this Agreement have been read, understood, and accepted.
Update 02/2022