DIGITAL MARKETING SERVICE AGREEMENT.

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March 18, 2023

DIGITAL MARKETING SERVICE AGREEMENT.

This Digital Marketing Service Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between WESPOD LLC, https://www.WESPOD.com Contact Info: ___________________ (hereinafter referred to as the “Company”), and ______________________, Address ____________ (hereinafter referred to as the “Client”).

WHEREAS, the Company is a New York based digital marketing agency that offers digital advertising and marketing services for small businesses and startups with the aim of encouraging their growth.

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period _____ [Days/Weeks/Months/Years], commencing on the Effective Date herein.

  • SCOPE.

The Company’s obligations under this Agreement shall be:

  1. ___________________________________________________________.
  2. ___________________________________________________________.
  3. ___________________________________________________________.
  4. ___________________________________________________________.
  5. ___________________________________________________________.
  6. PAYMENT/CONSIDERATION.
    1. The Client shall pay ________ Dollars for the services provided under this Agreement, 50% paid on the on the Effective Date herein, and 50% paid on completion of the project. The Client is aware and understands that on completion of the project and upon payment of the final payment, the Company shall not be obligated to make any revisions. Such revisions shall only be made at the discretion of the Company and may attract an extra fee.
    1. The Client has three days (72 hours) after the Effective Date herein to cancel this Agreement, the Agreement shall be acknowledged after 72 hours of the first invoice, whether paid or not.
    1. The Client shall pay _____ Dollars as monthly retainer and shall be due upon receipt of invoice, if not paid within three days of receipt, the Company reserves the right to charge 5% fee per day late.
    1. The Client understands that the Company reserves the right to place “coming soon” on the Client’s website and freeze access in any invoice is unpaid for 30 days or more.
  7. COPYRIGHT/INTELLECTUAL PROPRIETARY RIGHTS.
    1. The Company acknowledges and understands that their obligation to market the Client’s business shall not confer upon them any of the Client’s copyright/intellectual propriety rights to the Company as pertaining the Client’s logo, brand, trade secrets, materials, services, merchandise, content and any other material as has been copyrighted by the Client. The Client shall have and enjoy the copyright/intellectual proprietary rights as covered under this Agreement.
    1. The Company shall not, during the term of this Agreement and upon the termination/cancellation of this Agreement, purport to own any of the copyright/intellectual proprietary rights and/or use its association with the Client for any commercial and/or non-commercial purposes without prior written notice from the Client.
  8. RELATIONSHIP BETWEEN THE PARTIES.

The Company shall be retained as an independent contractor.  The Company shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement.  The Client shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Company’s behalf during the term of this Agreement.

  • WAIVER AND ASSIGNMENT.
    • The waiver by either Party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall NOT in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.  
    • No Party shall assign its rights or obligations under this Agreement without prior Notice or consent by the other Party.
  • FORCE MAJEURE.

The failure on the part of the Company to perform their obligation under this contract will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties. The Company shall inform the Client of such inconveniences promptly.

  • DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a binding mediation process in accordance with the ADR laws and regulations of the State of Delaware, USA.

  • TERMINATION/CANCELLATION.

Parties agree that either Party can cancel/terminate the Agreement at any given time, provided that the intending Party provides the other Party a 60 Day Written Notice on the cancel/termination. In the event that the Client decides to cancel/terminate the Agreement, they must ensure to pay the Company for any marketing/advertising charges due under this Agreement. The Company may, at any time and without prior notice to the Client, cancel/terminate this Agreement in the event of breach of contract by the Client.

  1. MODIFICATIONS.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  1. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA. Exclusive jurisdiction and venue shall be in Delaware, USA.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

COMPANY: _____________            _________________________           ___________

                        (SIGNATURE)                  (NAME)                                             (DATE)

CLIENT: _____________        ________________________          ___________

                  (SIGNATURE)                      (NAME)                                   (DATE)

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