Digital Marketing Services Agreement
Quick Intro and Brief Information:When you get to engage in working with Arcane Marketing, in any kind of service capacity, we want to make sure that you’re clear and covered on how our relationship is handled. The agreement below constitutes the professional conduct of Arcane Marketing. An important point that we want to make sure you understand in the spirit of our services: It’s in Arcane Marketing’s best interest to perform services for your organization to the best of standards. We know we can do it (we already have time and time again). We both (Arcane Marketing and your organization) benefit when good results are achieved. We are not a money hungry or selfish type of company. You can find LOTS of those types of agencies out there, so be careful! We exist as a phenomenal group of smart and talented individuals who are looking to help our clients grow and reach their business goals. We’ve set out to be the very best at what we do. The truth is, we are really good. We hope that our [shiny] reputation precedes us and our potential relationship. You will have a positive impact on your organization, or brand, by engaging with Arcane Marketing for digital marketing services. We are thankful for the abilities we have to communicate through multiple channels such as: phone, email, text, video calls, etc… Whichever is most convenient for you. We are fortunate that the agreement below has yet to be an issue with any of the hundreds of brands, and organizations, we work with presently. Nothing has had to be enforced in the agreement in the past and we hope it never does. Our experience shows that when there is better communication, there are less issues. We encourage you to reach out with ANY questions or concerns – before they become problems – so that we can work through a good solution. When in doubt, just ask. No communication and no feedback is simply the worst kind of relationship to have.
This Agreement is hereby entered into between Arcane Marketing and your organization, (heretofore referred to as: the Client (as named and dated in the Client Acceptance portion of the proposal agreement document).
Arcane Marketing provides many services to their clients. This includes, but is not limited to: digital marketing (which can include, but not limited to: Search Engine Optimization, Paid Search Management, Social Media Management, Conversion Rate Optimization, Email Marketing, Content Marketing, Video Marketing, Various Online Promotions, Website Audits, and Consulting for these services, etc…), Website Development, Website Programming, Website Design, Graphic Design, Website Hosting, Video Production Services, Photography, and Business Consultation services in general.
The scope of this Agreement shall be defined as the services contained within the “Summary of Services” section in the provided proposal, (hereinafter, the “Services”). The individual elements listed therein are Arcane Marketing’s best practices as of the date the proposal was issued. Each item is an approximation based on Arcane Marketing’s current knowledge and understanding of the Client and the Internet. It is important to note that the “Summary of Services” is likely to be modified in the future, even during the course of service. Changes in the search engines, the Client’s website(s), the government, our economy, consumer trends, technological advances, increased knowledge and understanding, or other factors that may render certain elements in the “Summary of Services” less effective. Arcane Marketing reserves the right to modify, add, and delete elements contained within the “Summary of Services” section both during and before this Agreement is executed. Changes in the scope of services will be communicated to the Client as they are made aware by Arcane Marketing.
Additional services may be provided at Arcane Marketing’s recommendation or by request from the Client. Additional services offered by Arcane Marketing will be governed by this Agreement if no other agreement exists.
In the rare instance the Client believes certain services were not performed according to the terms of this Agreement, or to their satisfaction, it shall be the Client’s responsibility to immediately notify Arcane Marketing in writing. All services performed during any given month shall be deemed satisfactory if Arcane Marketing does not receive notification, in writing, within 10 days of the end of the Client’s fiscal month, that being the fiscal month containing the disputed service. After 10 days, the Client waives their right to dispute any previous services rendered.
The Client hereby authorizes Arcane Marketing to:
- Administrative access to any and all websites and accounts provided to Arcane Marketing deemed imperative to complete the work the Client is hiring Arcane Marketing to do. This includes, but is not limited to: Client websites, third-party profiles, hosting accounts, domain registrars, analytics, tracking software, online business profiles, and any other online properties, assets, or accounts Arcane Marketing has need of getting acquired access to.
- Create, modify, and/or delete designs, code, videos, images, graphics, content, accounts, profiles, websites, or other online attributes pertaining to any website or account on the Client’s behalf. If inaccurate or erroneous information is discovered, the Client must notify Arcane Marketing or the 3rd party immediately for the removal or correction of such information.
4. Client Responsibilities.Arcane Marketing considers the Client an important part of Arcane Marketing’s team. For this reason, Arcane Marketing’s services are predicated upon the Client providing certain content, images, videos, and additional support where necessary. If the Client provides Arcane Marketing any additional items, they must be provided in a digital format, and not infringe upon an existing copyright. Generic content, images, and videos may be used if a proper license is obtained. Arcane Marketing’s salespeople do their best to communicate important Client details and objectives to Arcane Marketing’s production team. In rare instances, certain information may not get passed along to the individuals working on the Client’s account. It is the Client’s responsibility to communicate any important details and objectives to all individuals working on their digital marketing campaigns.
5. Method of Expense.
Arcane Marketing’s services are not expensed evenly throughout the month. In addition, services are expensed over a fiscal month, based on the Client’s start date. Fiscal months do not typically coincide with calendar months. Any and all communication with the Client are subject to being expensed as regular services and are built into the proposed services pricing. Time is allotted each month to communicate with the Client. Abuse of communication (repeated unnecessary or extensive: phone calls, email, or texts) beyond this time allotment may result in reduced services by an equivalent amount of time or potentially result in additional charges. It is prudent for you as the Client to ask and understand what these communication time allotments are with Arcane Marketing and what extensive communications looks like.
6. Additional Expenses.
The Client will reimburse Arcane Marketing for any third-party expenses that are approved in advance by Client in writing (e.g., by email), such as ad spend, paid advertising, the purchase of a specific font, template, design, image, video, content, text, and/or backlink(s).
7. Online Modifications.Clients may sometimes delete, create, and modify their own web pages, websites, and accounts. The Client may also hire another service provider separate or in conjunction with Arcane Marketing’s services. Whether this is done on their own, or with the help of a third-party, Arcane Marketing will not be responsible for any damages that may result from these actions. Communication to Arcane Marketing representatives of all important details related to these actions are required, as they may impact results from services.
8. Payment Terms.Payments are due on the first day of the Client’s monthly service. Payments will be automatically withdrawn from Client’s credit card each month of service, or the Client will remit payment before the start of the next month’s service. Client payment(s) must be received prior to the start of any services provided. Nonpayment and late payments shall be considered a breach of this Agreement. Declined credit cards and returned checks/e-checks (ACH) will assess a returned payment fee of $40.00. If a payment is not received on or before its due date, Arcane Marketing reserves the right to assess a late payment fee of $40.00 following a 10-day grace period. All past due accounts will be placed on hold until monies due are brought current.
9. Guarantees.Arcane Marketing does not have control, nor does he claim to have control over any third-party websites. This includes, but is not limited to: profiles, directories, search engines, and social media platforms. Arcane Marketing cannot guarantee an increase or decrease in the placement of any website, webpage, profile, and/or account pertaining to the Client, nor can it guarantee an increase or decrease in traffic, revenue, and/or profit as a result of services provided. Arcane Marketing cannot guarantee any claims made by any third-party marketing agencies.
10. Indemnification.The Client shall hold Arcane Marketing harmless and vigorously defend, protect, and indemnify Arcane Marketing (including their respective shareholders, officers, directors, employees, attorneys, and agents) from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, that can be directly or indirectly associated with the Client. This includes, but is not limited to: liabilities that may arise or result from any services provided, or agreed to be provided, or any product or service; and the infringement of the intellectual property rights of a third-party, including copyright and patent rights. This may also include any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of electronic commerce.
11. Warranties.Arcane Marketing disclaims all warranties, express or implied, including without limitation, any and all warranties of merchantability, fitness for a particular purpose, and non-infringement in connection with this Agreement.
12. Limitation of Liabilities.In no event shall either party (including their respective shareholders, officers, directors, employees, attorneys and agents) be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental, or consequential type damage of any nature, including but not limited to delay, disruption, loss of product, loss of anticipated profits or revenue, loss of rankings or positions, website or account exclusion, loss of use of equipment or systems, non-operational or increased expense of operation of other equipment or systems, cost of capital, or the cost of purchase or replacement of equipment systems or power, even if they have been advised of the possibility of such damages. In no event shall either party be liable for any damages in excess of the amounts paid or due to Arcane Marketing as a result of this Agreement.
13. Electronic Commerce.From time-to-time certain governments enact laws and levy taxes and tariffs that effect electronic commerce. The Client is solely responsible for complying with such laws, and for paying all associated taxes and tariffs.
14. Communication.As part of this Agreement, Arcane Marketing and their affiliates shall have the right to provide unsolicited and continued communications with the Client. The Client can stop this communication at anytime by written request. This will enable Arcane Marketing and their affiliates to continue an on-going relationship with the Client.
15. Confidentiality.Arcane Marketing shall not, without the prior written consent of the Client, disclose to any third-parties, confidential information of the Client, including without limitation, any list, business plan, marketing plan, password, financial information, sales information (pricing, terms, fees, etc.), customer information including their names and contact information (address, phone, email, etc.) credit card information, and payment information (“Client’s Confidential Information”). Arcane Marketing shall only permit access to Client’s Confidential Information to those of its employees, contractors or agents having a need to know and who have signed confidentiality agreements containing terms at least as restrictive as those contained in this Confidentiality Section. Arcane Marketing shall maintain Client’s Confidential Information with at least the same degree of care as used to protect its own confidential information (but in no event with less than reasonable care). Client agrees and authorizes use of the Client’s logo, business name, and marketing results on Arcane Marketing’s website.
16. Exclusivity.Client agrees that the services to be provided herein are not exclusive. Arcane Marketing shall be free to render services of the same nature or of a similar nature to any other individual or entity during the term hereof, without the written consent of Client.
17. Solicitation.During the term of this Agreement, and for one (1) year thereafter, the Client shall not:
- Employ or offer employment to any Arcane Marketing’s respective shareholders, officers, directors, employees, attorneys, and agents, whether they are full-time or part-time.
- Hire or offer to hire any Arcane Marketing respective shareholders, officers, directors, employees, attorneys, and agents as a contractor, consultant, intern, trainee, or to provide any type of product or service.
- Request, cause, or induce any Arcane Marketing respective shareholders, officers, directors, employees, attorneys, and agents< to breach their agreement with Arcane Marketing or to dissolve their relationship.
18. Litigation.Any disputes arising under or related to this this Agreement shall be litigated in Bonneville County, Idaho. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho, excluding any choice of law rules that direct the application of any other State’s laws. Both parties expressly agree upon and consent to such jurisdiction and venue, and consent to the personal jurisdiction of the State and Federal Courts located in Bonneville County, Idaho.
The minimum duration specified in the Client Acceptance section of the Agreement, if any, shall be fulfilled by the Client. If Arcane Marketing does not receive a termination notice, at least 30 days prior to the expiration of the initial term, Arcane Marketing will continue to provide the services specified herein for the Client on a month-to-month basis and all of the terms of this Agreement shall continue to remain in force. In the event that the Client’s monthly billing date coincides within the 30-day termination notice period, the Client shall be responsible for remitting one additional payment prior to the termination of services and will receive one last month of service.
Arcane Marketing acknowledges that certain circumstances may arise necessitating the Client to re-evaluate current marketing strategies. Accordingly, the Client shall be entitled to temporarily suspend the services provided by Arcane Marketing while addressing such matters. The Client shall have the right to pause the services and billing for a maximum of 60 consecutive days. To initiate a temporary pause of services, the Client shall provide written notice to Arcane Marketing no less than 30 days prior to the intended suspension, to allow for the completion of ongoing tasks and preparation for the temporary cessation of services. Notwithstanding the above, if the Client is still under a minimum contract term, such term shall remain in full force and effect, and the pause period shall not count towards such minimum term. In the event that a pause period exceeding 60 days is required, Arcane Marketing reserves the right to charge a one-time fee of $500, which will not count towards the Client’s monthly services agreement pricing. Nonetheless, the Client may only suspend the services for up to 60 consecutive days within a 12-month period. All intentions to suspend the services must be communicated to Arcane Marketing in writing, and all other terms and conditions of this agreement shall remain in full force and effect.
Either party shall have the right to immediately terminate this Agreement, if the other party materially breaches any of the provisions herein. Such termination shall take effect upon the breaching party’s receipt of a written notice of termination from the non-breaching party. In this event, Client agrees to pay for all conforming services rendered by Arcane Marketing prior to the date of termination. If no contractual breach has occurred, either party may terminate this Agreement, for any reason and without cause, by delivering to the other party a written notice of termination, which shall take effect on the 30th day after the date of delivery of such notice. Unpaid balances will be due within 30 days of termination. Arcane Marketing does not offer refunds from any monies collected. Simply revoking access to online assets, profiles, accounts, or your website does not constitute notification of termination of services. A written notification is required 30 days in advance of termination.
Clients who wish to terminate this Agreement before completion of the agreed upon contract duration, may do so by paying an early termination fee of 35% of the remaining amount of the contract. If an early termination is requested, services will be discontinued and the early termination fee must be received within 30 days or the account will be sent to collections.
19. Signatory.Each party’s signatory represents and warrants that they have full authority to execute this Agreement. The Signatory shall be responsible, as an acting authority on behalf of the Client, to pay Arcane Marketing’s costs and attorney fees in enforcing this guaranty.
22. Definitions.For the purpose of this Agreement, the following terms shall be defined as:
- Arcane Marketing: Arcane Marketing respective shareholders, officers, directors, employees, attorneys, and agents
- Client: The client named in the Client Acceptance section of this Agreement, its agents, sub-contractors, officers, and employees.
- Online Properties: Any online account, website, or profile owned, or in any way related to the Client.
- Confidential Information: Any list, business plan, marketing plan, password, or financial information.
23. Additional Terms.
Both parties understand and agree that:
- This Agreement constitutes the entire Agreement between the parties, and terminates and supersedes all prior understandings and agreements on the subject matter hereof. There are no representations, warranties or agreements, either express or implied, or oral or written, except as set forth herein.
- All changes and additions made to this Agreement, whether written-in or provided in a separate document, email, or addendum, will not be enforceable, nor will they be accepted by Arcane Marketing. In the event the Client returns this Agreement with any modifications or additions, Arcane Marketing will not abide or agree to any of the changes, but will otherwise accept this Agreement.
- No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall it be binding unless it is executed by both parties in writing.
- Pricing and services contained within the attached proposal are valid for a maximum time period of thirty (30) days after issuance, unless extension of time is allowed and agreed to, in writing, by Arcane Marketing
- If a court of competent jurisdiction determines that any term or condition (or part thereof) of this Agreement is unenforceable, all remaining terms and conditions shall remain in full force and effect.
- Arcane Marketing reserves the right to refuse the return of this Agreement, with or without cause.
- The Client shall be responsible for fulfilling the minimum expectations as outlined in this Agreement.