SOCIAL FIRE SOLUTIONS LLC:
Digital Media & Lead Generation Consulting Contract
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (hereinafter “the Agreement”) is made and entered into
on this 1 st day of February, Two Thousand and Twenty-Three (2023).
BETWEEN
1. Social Fire Solutions LLC, of {address} hereinafter be referred to as (the
“AGENCY”) of the first part;
AND
2. MariMed Inc, of {address} hereinafter referred to as (the “CUSTOMER”) of the
second part.
Hereinafter, the Agency and Customer may be referred to individually as
“Party” and collectively as the “Parties”
WHEREAS;
1. The Agency is in a full legal capacity as a company specializing in the field of
Facebook advertising (now called Meta), Google advertising, funnel
development, management, and consultations.
2. The Agency affirms that it has the required experience and ability to provide
the Customer with the Services.
3. The Agency agrees to be so engaged and to provide the Customer the Services,
all subject to the terms and conditions contained herein;
4. The Parties desire to express in writing their mutual understanding and
agreements with respect to this engagement; and,
NOW, THEREFORE, in consideration of and as a condition of the parties entering into
this Agreement and other valuable consideration, the premises, mutual promises,
covenants and agreements hereafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Agency
and Customer, intending to be legally bound, do hereby agree as follows:
GENERAL ACQUIESCENCE
1. This Agreement is entered into on the date of 1 st February, 2023 by the Customer and
by the Agency, and sets forth the terms and conditions under which the Agency will
provide social media ad and lead generation services (the "Services") to the
Customer.
SCOPE OF WORK
2. The following is a preliminary scope of work based and is subject to change once the
Agency establishes a full Customer Scope Document. The Agency is being recruited to
assist in the following:
a) Consult with the Customer and establish project timelines, expectations,
scaling efforts;
b) Develop, create, and manage funnel strategy and ad campaigns;
c) Targeting and optimization of ad campaigns for lead generation;
d) Provide IT help and assistance/changes for all lead generation funnels;
e) Reporting on the performance of the ad campaigns.
3. Specific timeframes of deliverables will be provided to Customer but are subject
to change in the occurrence of unforeseeable events or circumstances beyond the
Agency’s control.
4. The Customer may avail from the Agency for consultation on the nature, timing,
and extent of these Services either via email, over the telephone, in person.
PAYMENT TERMS
5. For undertaking the engagement and for other good and valuable consideration,
including but not limited to, the substantial benefit the Customer will derive from
the Agency’s services, the Customer agrees to compensate the Agency a
professional fee of $5,000 USD per dispensary payable in the following manner:
a) Upon Commencement: $5,000 USD per dispensary + 2 months of ad spend
(February / January)
b) Ongoing: Agency rate of $5,000 USD per dispensary monthly term agreement +
ad spend The Customer agrees to dedicate a minimum monthly ad spend of
$60,000/month. Should this amount not be met – the Agency will pause all ads
what will ruin the momentum of all the ad spend.
6. The Customer must provide Agency an invoice 2 weeks from receiving monthly
invoice or 10 business days of receiving invoice. If not, the ads will be paused. The
Customer must provide a 60-day notice to the Agency to terminate the Agreement
prior to the agreed-upon term.
7. Any additional work carried out outside of the Scope of Work provided to the
Customer will be charged an additional fee of $300/hr. The Agency shall notify
the Customer of such situations or charges before commencing work.
8. All prices in this Agreement are quoted are in USD.
LATE PAYMENTS
9. Late payments or failure of payments will result in immediate cessation of all work
carried out by the Agency. All work remains the sole right of the Agency until
payment is made. Commencement is scheduled for 1 st February, 2023 and will
need to be renewed on 31 st January, 2024. By availing of the Agency’s payment
plan, both Parties agree to the terms of service.
REFUND/ CANCELLATION STIPULATION
10. All payments shall be non-refundable and non-assessable. If cancelation occurs the
balance of the ad spend will be returned to the Customer.
NO GUARANTEES PROVIDED
11. The Customer agrees that the Agency shall not be held liable for results outside of
its control – such as the quality of leads or sales made by the Customer’s team.
PAYMENT SCHEME
12. The Customer agrees to settle the Agency’s professional fee in US Dollars either
through the Agency’s merchant account, QuickBooks, or Bank Transfer.
OWNERSHIP
13. The Parties agree that all data generated by the Agency in terms of performing the
services will remain the property of the Customer, who can use it without any
restrictions.
14. Funnels, landers, and URLs created by Agency will remain property of the Agency
and if the Agreement is terminated the funnels will be taken off line at an agreed
date.
NON-DISCLOSURE
15. Both parties mutually agree that certain confidential information may be
exchanged during the course of this engagement. To ensure the protection of such
information and in consideration of the agreement to exchange said information,
the parties agree not to disclose the following:
a) Technical materials, models and relevant technical articles, technical reports
owned by either Party;
b) Sales materials, including but not limited to all quality management methods,
pricing methods, sales methods, and Customers’ materials;
c) All the intellectual property rights (including those exclusively owned by either
Party, whether owned now or developed in the future);
d) The Parties agree that the Customer will have access to all data generated by
the Agency, without restrictions, in terms of performing the Services.
16. The Customer agrees that the Agency may, from time to time, share testimonials
and results achieved as a result of service provided for marketing purposes. The
Customer can request that personal and brand information be omitted from case
studies and testimonials.
RELATIONSHIP BETWEEN THE PARTIES
17. The Parties agree that Higher Order is an independent contractor (the
“Independent Contractor”) and provides the above-mentioned consulting services
and acts as an independent contractor.
18. Under no circumstances should Independent Contractor be considered an
employee or subsidiary.
19. This agreement does not create any other partnership between the two entities.
NON-TRANSFERABILITY
20. The rights and obligations under this Agreement are personal to the Customer. The
Customer may not assign or transfer any rights or obligations under this
Agreement.
INDEMNIFICATION
21. The Customer will, at their own expense, defend, indemnify, and hold the Agency,
its agents, and employees harmless from any and all claims, actions, liabilities,
injuries, damages, losses, grants, costs, and expenses, including attorney fees,
arising out of or in connection with any use of the Program(s) of this Agreement.
This indemnification will survive the termination of this Agreement.
INTEGRATION
22. This Agreement, along with any additional terms or policies incorporated herein by
reference, represents the entire Agreement between the Customer and Agency
concerning the Program.
MODIFICATION OF AGREEMENT
23. Any amendment or modification of this Agreement or additional obligation
assumed by either Party in connection with this Agreement will only be binding if
evidenced in writing signed by each Party or an authorized representative of each
Party.
FORCE MAJEURE
24. In no event shall the Parties be responsible or liable for any failure or delay in the
performance of its obligation under this Agreement arising out of or caused by,
directly or indirectly, forces beyond its reasonable control, including without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software or hardware) services.
GOVERNING LAW
25. This Agreement will be governed by and construed in accordance with the laws of
the State of _________________.
SEVERABILITY
26. In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue
to be valid and enforceable with the invalid or unenforceable parts severed from
the remainder of this Agreement.
ENTIRE AGREEMENT
27. This Agreement constitutes the entire and only agreement between the Parties
and all other prior negotiations, agreements, representations and understandings
are superseded hereby. It is agreed that there is no representation, warranty,
collateral agreement or condition affecting this Agreement except as expressly
provided in this Agreement.
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO
ALL OF THE AFOREMENTIONED TERMS, INCLUDING THOSE RELATED TO SERVICE
FEES, STRICT NO REFUND POLICY, AND CONFIDENTIALITY.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the day
and year first above written.
SIGNED by the parties:
…………………………….
(Social Fire Solutions, LLC- AGENCY)
Represented By: [REPRESENTATIVE’S NAME]
Title:
_________________
Signature: _________________
-AND-
……………………………….
(MariMed, Inc- CUSTOMER)
Represented By: [REPRESENTATIVE’S NAME]
Title: _________________
Signature: ________________
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )