MARKETING SERVICES AGREEMENT
WHEREAS, Provider is in the business of providing marketing services, including graphic design, branding, web design, search engine optimization (SEO), advertising, and video marketing services. WHEREAS, Customer wishes to retain Provider to provide the services set forth in the attached Exhibit A and any subsequent quote for services (“Quote”), as may be amended from time to time (the “Services”). NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Services.1.1. Provider Services. Provider shall perform the Services for Customer in accordance with the terms and conditions set forth in the applicable Quote and this Agreement. Any additions or changes to the Services will only be deemed accepted and incorporated into this Agreement if it is set forth in a subsequent Quote signed by Provider and Customer. Any Quote issued by Provider to Customer after the Effective Date shall be governed by the terms and conditions of this Agreement, and shall be deemed incorporated into this Agreement upon acceptance by Customer. 2. Customer Responsibilities and Obligations.2.1. Customer Responsibilities. Customer shall comply with all federal, state, and local laws and regulations of any kind, including all laws governing fair information practices and consumers data privacy laws, including without limitation, any applicable non-solicitation laws and regulations in its use of the Services. Customer shall not use the Services and the Work Product (as defined below) in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any federal, state or local law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing. 2.2. Provision of Information and Personnel. Customer will appoint a representative of the Customer to serve as the primary contact with respect to this Agreement and the provision of the Services, which representative will have the authority to act on behalf of the Customer with respect to matters relating to this Agreement and the provision of the Services. Customer shall respond promptly to Provider requests for information and make available to Provider such information as is reasonably required for Provider to effectively fulfill and perform the Services, including, but not limited to, providing Provider with monthly updates on the performance of Services. Customer will promptly notify Provider if any information requested by Provider is not available. 3. Consideration; Fees and Expenses.3.1. Payment Terms. a. One-Time Projects. For one-time projects, Customer shall pay fifty percent (50%) of the total fee (the “Deposit Amount”) upfront before the commencement of any Services. The remaining fifty percent (50%) of the total project fee shall be due upon final approval of the project and prior to the delivery of any Work Product to the Customer. i. Final Project Approval: Upon completion of the project, Provider shall notify Customer that the project is ready for final approval (the “Final Approval Notice”). Customer shall have thirty (30) days from the Final Approval Notice to approval or provide specific objections to the proposed final project. ii. Automatic Approval: If Customer does not object within thirty (30) days after receipt of the Final Approval Notice, the project shall be deemed approved. The remaining balance of the total project fee shall be due within thirty (30) days after the final project is approved, whether by Customer’s express approval or by the lapse of the thirty (30) day period without response. iii. Forfeiture of Deposit Amount; Payment for Incomplete Projects: If Customer does not respond to Provider's requests within thirty (30) days for additional information which may be needed to perform the Services and/or deliver the Work Product, Customer shall forfeit the Deposit Amount and Provider will have the right to invoice the Customer for any fees and costs incurred over the Deposit Amount to date, regardless of whether the project is fully completed. b. Monthly Retainer Projects. For monthly retainer projects, the total monthly fee shall be paid in full in advance each month before the commencement of any Services or delivery of the Work Product for the month. 3.2. Payment of Invoices; Expenses. In consideration of the provision of the Services and the rights granted to Customer under this Agreement, Customer will: a. pay all properly invoiced amounts due to Provider within thirty (30) days after Customer's receipt of such invoice in accordance with the terms in Section 3.1. All fees shall be payable in U.S. Dollars. All invoices shall be paid in full and/or monthly via ACH authorization; and b. reimburse Provider for all direct and indirect expenses and costs (including but not limited to travel costs) incurred by Provider in performance of the Services under this Agreement. 3.3. Billing; Payments; Late Fees. If full payment is not made in accordance with the terms in Section 3.1, a charge equal to three percent (3%) will be added to the balance due of each outstanding invoice, not to exceed the maximum legal limit permitted by law. If any invoice becomes fifteen (15) or more days past due, all Services shall be suspended until all past due charges are paid and/or the Work Product shall not be delivered to Customer. Customer will continue to be responsible for any monthly minimum charge during any period that Services are suspended. 3.4. Invoice Disputes. Customer shall notify Provider in writing of any dispute with an invoice along with substantiating documentation within fifteen (15) days from the date of such invoice. Customer will be deemed to have accepted all invoices for which Provider does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3.1. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 3.5. Taxes. All fees payable by Customer under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on such amounts. Customer shall be solely responsible for the payment of any sales and use taxes assessed against the sale of Customer’s goods and services. 4. Term; Termination.4.1. Term; Termination without Cause. The initial term of this Agreement commences on the Effective Date and continues for the period set forth on the applicable Quote (the “Initial Term”). After completion of the Initial Term, the Agreement will automatically renew for the same period as the Initial Term (“Renewal Term”). Customer may terminate this Agreement without cause by giving the Provider thirty (30) calendar days written notice prior to the expiration of any Initial Term or Renewal Term. 4.2. Termination for Cause. a. Customer may terminate this Agreement, effective upon written notice to Provider, if Provider materially breaches this Agreement and such breach is not cured within thirty (30) days following written notice to Provider. b. Provider may terminate this Agreement, effective upon written notice to Customer, if Customer materially breaches this Agreement and such breach is not cured within ten (10) days following written notice to Customer. 5. Intellectual Property; Ownership of Work Product.5.1. License to Customer Intellectual Property. Subject to and in accordance with the terms and conditions of this Agreement, Customer grants Provider a limited, non-exclusive, royalty-free, transferable, and non-sublicensable, worldwide license to use Customer’s Intellectual Property to the extent necessary to provide the Services to Customer. “Intellectual Property” means any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the US. 5.2. Ownership of Work Product. Except as set forth in Section 5.3 (Ownership of Pre-Existing Materials), Customer is and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Customer hereunder by or on behalf of Provider in connection with any Quote or developed or created in the course of performing the Services, including all Intellectual Property therein, all content, advertising campaigns, and other documents specifically designed or created by Provider for Customer in performance of the Services under this Agreement (collectively, the “Work Product”). Provider acknowledges that with respect to any copyrights in any Work Product that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, Customer shall own the copyrights in such Work Product as a “work made for hire” for Customer. 5.3. Ownership of Pre-Existing Materials. In the course of providing the Services, Provider will be using certain pre-existing materials consisting of documents and materials of Provider, including data, know-how, methodologies, software, and other materials, in each case developed or acquired by Provider prior to the commencement or independently of this Agreement (collectively, the “Pre-Existing Materials”). Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property therein. Provider hereby grants Customer a perpetual, limited, royalty-free, non-transferable non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with Customer’s receipt or use of the Services and Work Product. All other rights in and to the Pre-Existing Materials are expressly reserved by Provider. 5.4. Third-Party Materials. In the course of providing the Services, Provider will be using certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software that are not proprietary to Provider (collectively, the “Third-Party Materials”). Customer shall have a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with Customer’s receipt or use of the Services and Work Product. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Customer or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise. 6. Provider Warranties, Indemnification and Disclaimers.6.1. Warranties. Provider hereby represents and warrants that: (i) it has qualified personnel to perform the Services in a timely and efficient manner, (ii) it will perform the Services in a competent and professional manner, consistent with generally accepted industry standards, (iii) Provider will maintain confidentiality of and will only use Confidential Information of Customer in performance of the Services under this Agreement, and (iv) in providing the Services provider will comply with all applicable laws, rules, or regulations, including consumer data privacy laws. “Confidential Information” means, in respect of a party, all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such party. Confidential Information may be disclosed or made available to the other party verbally, in writing, electronically or in any other recorded or tangible form. Data and information shall be considered Confidential Information if (i) the relevant party has marked them as such and (ii) the relevant party has advised the other party of their confidential nature. 6.2. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6. 6.3. No Exclusivity. Provider retains the right to perform the same or similar type of services for third parties as it provides to the Customer during the Term of this Agreement. 7. Indemnification.7.1. Customer Indemnification Obligations. Customer shall defend, indemnify, and hold harmless Provider, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Provider Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”), that are incurred by Provider Indemnified Party arising out of or resulting from any third-party claim alleging: a. breach by Customer or its employees or subcontractors (“Personnel”) of any representation, warranty, covenant, or other obligations set forth in this Agreement; b. negligence or more culpable act or omission of Customer or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and c. that any Customer Intellectual Property or Provider’s receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party. 7.2. Indemnification Procedures. A party seeking indemnification under this Section 7 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 8. Limitation of Liability.8.1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.8.2. MAXIMUM LIABILITY. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THREE (3) TIMES THE TOTAL OF THE AMOUNTS PAID PROVIDER BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9. General Provisions.9.1. Attorneys’ Fees. If it becomes necessary for Provider to enforce this Agreement, the prevailing party shall be entitled to reimbursement from the non-prevailing party for its reasonable attorney’s fees and costs, including appellate proceedings and any costs incurred to collect any amount due under this Agreement. 9.2. Relationship Between Parties. Provider will act as an independent contractor under the terms of this Agreement and to perform specific Services. Provider shall retain the power and authority to supervise and control performance of the Services by Provider’s employees, including the power to discipline, hire and fire Provider’s employees. Nothing in this Agreement shall be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the parties as employer and employee, franchisor and franchisee, licensor and licensee/sublicensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Provider recognizes that the needs of Customer may change over the course of this Agreement, and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort. 9.3. Integration and Severability. This Agreement and any exhibits and applicable Quotes thereto constitutes the entire agreement between Customer and Provider and govern Customers’ use of the Services, superseding any prior agreements between Customer and Provider (including, but not limited to, any prior versions of this Agreement) pertaining to the Services. If any provision of this Agreement or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. 9.4. Waiver; Modifications. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties. 9.5. Survival. The following sections shall survive expiration or termination of the Agreement and shall continue in full force and effect until fully satisfied: Section 5 (Intellectual Property), Section 7 (Indemnification), Section 8 (Limitation of Liability) and Section 9 (Miscellaneous). 9.6. Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Minnesota, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota. 9.7. Choice of Forum. Neither Party shall commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, in any forum other than the courts of the State of Minnesota sitting in Hennepin County, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of Minnesota sitting in Minnesota. A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 9.8. Force Majeure. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement due to a Force Majeure. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt written notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed. The term “Force Majeure,” as used in this Agreement, means any cause that is not reasonably within the control of the Party claiming Force Majeure and/or whose performance is prevented by Force Majeure, including but not limited to an act of God, act of public enemy, war, military action, terrorism, embargo, lightening, fire, storm, flood, earthquake, tornado, hurricane, unusually severe weather, explosions, riot, epidemics, pandemics, quarantine, endemics, strikes, labor disputes, governmental action, law, regulation decree or implementation of any order of any governmental or other authority having jurisdiction, failure of technical facilities, failure or delay of transportation facilities or other cause of a similar or different nature not reasonably within the Parties’ respective control. 9.9. Cumulative Remedies. Except as set forth in Section 7 (Indemnification), all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 9.10. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of Provider, which shall not be unreasonably withheld. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 9.11. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 9.12. Notices. All notices and other communications hereunder (including, for example, requests, consents, claims, demands, and waivers) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the notice has complied with the requirements of this Section 9.12. 9.13. Counterparts. This Agreement may be executed either manually or electronically in several original counterparts each of which and all together will constitute this Agreement in its entirety. A counterpart of this Agreement or any amendment thereto executed by a party and delivered to the other party via email will be construed as a legally binding signature.