Term: The term of this Agreement will begin on the date listed on your Services Agreement and end during a period of 30-days after written notice to terminate the agreement is submitted by either party.RatesAll marketing purchased will be at the rates and on the terms indicated in this monthly agreement. Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product/service offerings, or change its marketing terms. The Agency will inform the Client of any increase in rates, new product/service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact this agreement. If the rates are increased, products/services modified, or terms changed, the Client may cancel the remainder of the term of this Agreement, as of the date the new rates, modifications, or changes become effective. Client must notify the Agency in writing if the Client decides to cancel the remaining term of this Agreement because of increases, modifications, or changes not less than 10 days prior to the changes taking effect. If the Client fails to provide such written notice, Client agrees to be bound by the new rates. Product/service modifications, and terms, which will become a part of this Agreement and become effective on the date set forth in the Agency’s notice.PaymentExcept as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (U.S. Dollars). The Client agrees to pay the Agency directly via credit or debit card on an automatic recurring monthly basis at the following rate listed agreed upon in the Services Agreement. Following a completed pay period (30-days following the billing date) the Client agrees that by maintaining services through the entirety of a pay period that the services fit the descriptions and requirements that were agreed upon by both Parties. If the Client’s credit or debit card is declined or cancelled, the Client will be determined in default, as per this Agreement, and Services will stop immediately. The Client must notify the Agency of any changes to their credit or debit card during the term of this Agreement. After the full completion of a billing cycle (the 30-days following the billing date), if no disputes are brought up for a period of an additional 10-days, the services are deemed completed and to the standards and expectations of the client and that payment cannot be refunded or disputed. TerminationThe Agency may reject an marketing order and/or immediately terminate this Agreement, upon notice to Client for any of the following reasons: (a) if the Client fails to make payment or otherwise fails to perform any of the provisions of this Agreement, (b) if the Client makes an assignment for the benefit of creditors, (c) if a petition in bankruptcy or for reorganization under the bankruptcy or insolvency laws is filed by or against the Client, (d) if the Client ceases doing business or is likely to cease doing business or (e) in the opinion of the Agency, the credit of the Client is or may be impaired. If this Agreement is terminated for any of these reasons, Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and Agency will send an invoice to Client, which Client agrees to promptly pay.IndemnificationThe Client and/or the marketing agency signatory to this Agreement agrees to hold the Agency harmless and indemnify the Agency from all claims, suits, damages costs and expenses of any nature whatsoever, including attorney’s fees and court costs, for which the Agency may become liable by reason of its distribution or publication of Client’s promotions or marketing, including but not limited to claims or suits alleging libel, privacy invasion, unfair competition, defamation, misuse of publicity rights, copyright infringement, dilution or trademark infringement under federal or state law, or otherwise based on the content of Client’s promotions or marketing, including illustrations, text, claims, etc.ErrorsThe Client may not claim a breach, terminate or cancel this Agreement if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in marketing, social media and website content provided by the Agency. The Agency agrees to take corrective action within 2 business days of notification by the Client, that portion of the marketing, website or social media content which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by the Client or the advertisement was submitted after start date. The Agency will not be liable to Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides. The Client may request a credit or make good pursuant to section 6 of this agreement.Credits and Make GoodsWhen there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in marketing, social media and website content the Client may request a credit or make good. Credits: A request for a credit and any claim for adjustment due to errors must be made within two business days from the date the marketing, social media or website content goes live. If Client notifies Agency of errors or omissions after Client approves marketing, social media or website content no credit will be issued and Client assumes all liability as a result of these errors or omissions. Credits for errors related to website and social media content not to exceed 20% of the Client cost of the product or service according to the rate card. Credit for errors with marketing not to exceed 100% the Client cost of the product or service caused by such error according to the rate card. If there are disputes or discrepancies regarding a credit, the Client may, prior to final resolution, deduct only the amount in question from the charge and pay the balance. Make Goods: A request for a ‘make good’ in lieu of a credit may be made by Client for ad placements. Make goods for ad placements that served incorrectly, under delivered or contained incorrect content will be rerun by the Agency and the Client will receive 20% more impressions at no charge as part of this remedy. The number of impressions used to calculate the make good will be based solely on the total number of impressions that served incorrectly and not the entire number of impressions that were contracted.OwnershipAll marketing copy which represents the creative effort of the Agency and/or utilization of creativity, illustrations, labor, composition or material furnished by it, is and remains the property of the Agency, including all rights of copyright therein. Client understands and agrees that it cannot authorize photographic or other reproductions, in whole or in part, of any such marketing copy for use in any other marketing medium without payment for creative services to the Agency unless given prior approval. All website and social media content is considered to be owned by the Client once it has received final approval to go live and payment in full has been received and may be reused, shared and reproduced by the Client.TaxesIn the event that any federal, state or local taxes are imposed on the printing, publication or distribution of marketing material or on the sale of marketing or products and services produced by the Agency, these taxes will be assumed and paid by the Client.ContentThe Agency may, in its sole discretion, edit, alter, omit, reject or cancel at any time any of Client’s digital marketing products or services to meet industry standards. All digital marketing placements are at the option of the Agency, unless a specific placement is purchased by the Client. Failure to meet placement requests will not constitute cause for adjustment, refund, make good, termination or cancellation of this Agreement. Refer to section 6 of this agreement for Credits and Make GoodsExcusable DelaysThe Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of nature. The Agency’s inability or failure to perform will not constitute a breach of this Agreement. Performance by the Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.No WaiverThe Agency’s failure to insist upon the performance by the Client of any term or condition of this Agreement or to exercise any of the Agency’s rights under this Agreement on one or more occasions will not result in a waiver or loss of the Agency’s right to require future performance of these terms and conditions or to exercise its rights in the future.MiscellaneousAll covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement and the Agency’s current rate cards constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing signed by both parties. This Agreement may not be assigned by Client without the prior written consent of the Agency. Each representative of a party signing this Agreement is fully authorized to legally bind the party. This Agreement will be governed by the laws of the State of Indiana, and any claims or legal action shall be brought in federal or state courts with jurisdiction with Indianapolis, IN.
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