This terms of service agreement (“Agreement”) is entered into by Think Horizontal LLC d/b/a Insurance Marketing Partners (hereinafter referred to as “Partner”) and yourself (hereinafter referred to as “the Agency”.)
The Client hereby engages the Provider to provide services as described above in exchange for consideration of a single payment as listed above, in addition to a recurring monthly payment.
Agency desires to engage Partner and Partner agrees to render to Agency marketing services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals and the mutual promises set forth in this Agreement, the parties hereto agree as follows:
- Digital Signature. By checking the box next to “, you are deemed to have executed this Agreement electronically, effective on the date you submitted the order form, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.).
- Services. Agency agrees to retain Partner and Partner agrees to provide Agency online marketing services for Agency (the “Services”) The objective of the Services is to market Agency’s products and services by improving the online awareness of Agency and Agency activity through various marketing services, and providing education to Agency personnel on strategies to drive traffic and activity to Agency’s online properties. All recurring services are subject to change and adjustment based on changes in digital marketing trends, rules, perceived effectiveness, and agency marketing needs. This Agreement does not contemplate the development of Agency logos or artwork. Agency will provide all artwork and photos as appropriate. Any out of scope work will be bid separately or handled on a fee for service basis at a rate of $ 125.00 per hour.
- Authority. Agency authorizes Partner to accept the terms and conditions of third-parties related to the delivery of Services on behalf of Agency. Examples include, but are not limited to Facebook, MailChimp, LinkedIn, AdRoll, and Google. Agency also gives Partner permission to post content on Agency’s behalf. Examples include but are not limited to Facebook posts, LinkedIn posts, Google posts, blog posts, and online ads.
- Term. This Agreement may be terminated by either party upon written notice no less than six-months from the date of this Agreement.
- Agency Assistance. Agency will assist Partner with the Project by providing information requested by Partner.
- Acknowledgment. Agency acknowledges that Partner has made no representations or guarantees regarding the results of its services. Agency recognizes that the services of Partner may not provide quantitative results either immediately or in the future and that such marketing services often provide enhanced goodwill, reputation and name recognition which cannot be quantitatively assessed. Agency further acknowledges that Partner has not guaranteed that Agency’s website will generate additional sales or obtain a specific number of “hits” or visitors or obtain any specific search engine placement.
- Delays. Agency agrees to timely provide Partner all information and documentation it reasonably requests to complete any project, job or work under this Agreement. Agency represents and warrants that all such information and documentation is accurate and it hereby assumes any liability for any damages, delays or additional costs related to inaccuracies or untimely delivery of such information and materials. All schedules are subject to delays caused by or resulting from any failure of Agency to furnish or return materials in satisfactory condition for use by Partner promptly and as required by Partner’s schedules and Partner shall not be liable to Agency for any delay resulting from or occasioned by Agency delay. Partner shall further not be liable for any delay caused by or resulting from any act of God, shortage of labor, materials or supplies, accident, labor difficulty, or any delay or breach of contract by carriers, suppliers or other contractors with whom Partner has contracted for the furnishing of labor, materials, supplies or transportation, or by reason of any other cause beyond the reasonable control of Partner. The period of delay shall be that period of time required to enable Partner to reschedule the work in accordance with its production schedules for this and other work, and Partner shall not be liable to Agency for damages resulting from any delay so caused.
- Defaults of Others. Partner shall not be liable to Agency by reason of the defaults of suppliers of materials and services, subcontractors, owners of media or other persons not the agents or employees of Partner. Partner will not be liable for any damage, loss, fault, or expenses arising out of delays or other non-performance of this Agreement caused by or imposed by acts of Agency or any cause or condition beyond Partner’s reasonable control.
- Marketing Permission. Agency agrees to permit Partner to display, for marketing and advertising purposes, any and all work performed by Partner for Agency.
- Copyright of Images and Other Materials. Agency represents that all text, graphics, photographs, drawings, scans, trademarks, logos and any other materials and information furnished to Partner are owned by Agency or that Agency has obtained proper permission from the owners of for use of such materials. Partner represents that all text, graphics, photographs, drawings, scans, trademarks, logos and any other materials and information supplied by Partner are original materials created by Partner or supplier or that Partner has obtained proper permission from the owners of for use of such materials.
- Ownership of Material. All advertising ideas, campaigns, scripts, copy, illustrations and other materials prepared by Agency shall remain the exclusive property of Agency. With exception to Agency specific website copy and unique articles written specifically for Agency, all advertising ideas, campaigns, scripts, copy, illustrations and other materials prepared by Partner shall remain the exclusive property of Partner.
- Independent Contractor. Partner acknowledges that it is an independent contractor and shall not be considered the agent of Agency for any purpose whatsoever and it is not granted any right or authority to assume or create any obligation or liability or make any representation, warranty or agreement (express or implied) on Agency’s behalf or to bind Agency in any manner whatsoever.
- Contracts. Partner shall not have any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon Agency except contracts express or implied by the conditions of the work to be performed pursuant to this Agreement. An example of an implied contract would be agreeing to the terms and conditions for directory sites such as Angie’s List, Yelp, or Facebook.
- Confidential Information. Partner shall not, without Agency’s express written permission, reveal or otherwise make available to any other person any confidential information or trade secrets regarding Agency’s products, business, customers or methods of operation learned by Partner during the term of this Agreement except to employees, agents, subcontractors and other third parties to the extent required to perform the work to be provided pursuant to this Agreement.
- Documents and Materials. All materials and documents provided to Partner from Agency is received, processed and stored by Partner solely at Agency’s risk. Partner shall not be liable or responsible for any loss, damage or destruction of any such materials or documents. Partner will exercise reasonable efforts to obtain the return of all such materials and documents at the request of Agency. Partner reserves the right to destroy all materials and documents supplied by or produced for Agency one (1) year after the completion of any work related to such material and documents.
- Indemnification. Agency and Partner agree to indemnify and save each other harmless from any liability, loss, damage or expense, including assessable legal fees, arising out of the negligent performance of their respective obligations under this agreement or by anyone for whom they are in law responsible. The parties hereto agree that they shall co-operate with each other in the defense of any such action, including providing each other with prompt notice of any such action and the provision of all material documentation. The parties further agree that they have a right to retain their own counsel to conduct a full defense of any such action.
- Limitation of Partner Liability. In no event shall Partner be liable to Agency for lost profits of Agency, or special or consequential damages, even if Partner has been advised of the possibility of such damages. Partner’s liability (whether under the theories of breach of contract or negligence) for its services and materials shall be limited to an amount equal to the costs of such services during the previous 12-month period.
- Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. No modification or amendment of this Agreement shall be effective unless in writing and signed by the parties hereto.
- Waiver. The failure of either party to insist on strict performance of this Agreement by the other, according to the terms and understandings herein set forth, shall not be construed as a waiver of the right to insist on such performance and no waiver by either party of any breach by the other of any provision hereof shall be deemed a waiver of any other prior or subsequent breach.
- Assignment. Neither party may assign its rights or obligations under this Agreement, either in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempt to do so shall be void and of no effect.
- Applicable Law. This Agreement will be governed by the laws of the State of Wisconsin and the venue for any action shall be Eau Claire County, Wisconsin.
Additional Considerations
