Mutual AgreementThank you for choosing Eight Digit Media. We are so excited to work with you and to help you develop and implement a strong marketing strategy within your business!
But before we can get to the fun stuff, we have to get some (admittedly boring, but important) stuff signed. The Professional Services Agreement will outline our professional relationship, responsibilities, obligations, and expectations so that nobody in this relationship is confused or disappointed due to any misunderstanding or miscommunication. So, go ahead, read through this thing, sign on the dotted line, and we can get this show on the road! Please do not hesitate to let us know if you have any questions.
We know that there’s a chance that you won’t be our main point of contact throughout our professional relationship. That’s why we ask that you provide us with the contact information of your right-hand man or woman within your organization (or yourself, if you prefer we communicate with you directly) so that we may communicate directly with them when necessary. Please provide us with the information by emailing help@eightdigitmedia.com. We’re looking forward to working together.
PROFESSIONAL SERVICES AGREEMENTThis Professional Services Agreement (the “Agreement”) is made and entered into by and between "You", individually, (“Client”), and CKR Ventures LLC, doing business as Eight Digit Media (“Eight Digit Media”). In consideration of the agreement made, and the payments to be made by Client, Eight Digit Media and Client (hereinafter referred to collectively as the “Parties”) agree to the following:
1. LEAD DEFINITION
Lead Definition. For purposes of this Agreement, a lead is defined as follows: The name, email address, and/or phone number of an individual sourced by Eight Digit Media through social media who is seeking insurance and financial services from Client.
2. OUR RELATIONSHIP You are considered a Client when we have received both (1) a signed Agreement and (2) a paid invoice. Payment of the first month’s invoice is required in order to reserve Eight Digit Media’s services. Following completion of these two items, Eight Digit Media will make the arrangements necessary to begin rendering services in the thirty (30) days following and to schedule the first Strategy Session.
Strategy Sessions. During the initial session the Parties will meet via video-call to discuss Client’s marketing campaign details, specific timing/schedule, and any other details necessary to deliver the lead generation services described herein.
Termination of Relationship. This Agreement is on a month-to-month basis, meaning that either Party can terminate the Agreement at any time, with or without cause, with 30 days written notice. For purposes of this Agreement, written notice may be provided via e-mail at the following e-mail addresses: help@eightdigitmedia.com. In the event that this relationship is terminated in the middle of a service-month, services will continue to be rendered through the remainder of the following month and will terminate automatically the day before the next month’s charge.
Confidentiality. Both Client and Eight Digit Media acknowledge and agree that any information, proprietary or otherwise, relating to the other Party’s business which is not known to the public is to remain strictly confidential. Neither Party will disclose such information to third parties without prior written consent.
The business and operating practices of both Parties shall not be made public by either Party on any website, online forum, social networking platform, message board, or any other public media without the express, written consent of both Parties.
3. PAYMENT STRUCTURE Payment Method. Non-subscription payments are charged to the Client’s Visa, Mastercard, American Express, or Discover card. Client will receive a receipt via e-mail for the amount charged. Client authorizes Eight Digit Media to process payment(s) for the amount agreed upon. Subscription payments (if applicable) are processed via regularly scheduled monthly charges to Client’s Visa, Mastercard, American Express, or Discover card. Client will receive a receipt via e-mail for the amount charged. Client authorizes Eight Digit Media to process payment on a monthly basis on the date in which this Agreement is signed each month unless an alternative effective date has been agreed to.
Monthly Subscription means a Subscription of one (1) month intervals, which will be automatically extended for subsequent one (1) month periods.
Refund Policy. Client understands no refunds can be made. In the event that Client requests a refund prior to the completion of project or receipt of deliverables, Eight Digit Media reserves the right, at its discretion, to assess the amount of work completed on behalf of Client and will deduct this amount from the amount paid, prior to providing a refund, if any.
4. CLIENT'S RESPONSIBILITIES Review of Completed Work. Client agrees to review the deliverables and content produced and to provide feedback and/or approval in a timely manner. For purposes of this Agreement, a response should be provided within 24-48 hours of receipt.
Providing Materials. Client agrees to provide Eight Digit Media with the information and files that Eight Digit Media will need to complete the project at hand, including any imagery, written text, or additional information needed. Client is also responsible to obtain all necessary compliance approvals from Client’s principal for all content.
Visual Content. If Client requests that Eight Digit Media search, locate, and purchase appropriate stock imagery licensing for the campaigns/website, that expense will be charged to the Client’s payment method on file, including a charge for the time spent searching for/securing suitable imagery. This will be calculated based on our standard discovery rate: $100.00/hour. Client will receive a receipt via e-mail for these charges.
Written Content. Eight Digit Media is not responsible for developing written copy unless included in the package selected by Client, or as requested by Client in writing.
Ownership or Licensure. There may be situations where Client provides Eight Digit Media with imagery or other visual/audio content to be used in marketing campaigns. Client guarantees that any and all content provided is owned by Client or that Client has a valid license from the intellectual property owner to use the content in a commercial manner.
Client agrees to hold Eight Digit Media free from any liability and agrees to indemnify Eight Digit Media in the event that Client provides Eight Digit Media with infringing content for use in its campaigns.
Eight Digit Media agrees to hold Client free from any liability and agrees to indemnify Client in the event Eight Digit Media provides Client with infringing content for use in Client’s campaigns.
5. TIMELINE & DEADLINES Deadlines. Eight Digit Media will make best efforts to meet each deadline which is set in advance. In the event that Eight Digit Media is unable to meet a deadline, Eight Digit Media will notify Client via e-mail in advance and will provide Client with an updated timeline and date of expected completion.
Modifications. This Agreement may be amended from time to time by mutual consent. Any amendments to this Agreement must be in writing and signed by both parties.
If Client decides to add additional functionality, web pages, templates, campaigns, or funnels to the current package, Eight Digit Media will exercise best efforts to accommodate Client’s request. A new rate will be provided, and Client will receive an updated invoice. All modifications must be agreed to by both Parties in writing prior to moving forward with the project. Any such modifications will become a part of this original Agreement, not as a new and separate stand-alone agreement.
Should these modifications affect deadlines, any such deadlines will be adjusted accordingly. Eight Digit Media will exercise best efforts to inform Client about any and all changes and obtain Client’s approval before proceeding with the project.
If the nature or functions of the project change significantly due to requested modifications, Eight Digit Media reserves the right to deem the current project canceled. Client will be responsible to pay Eight Digit Media in full for the work completed. If Client wishes to retain Eight Digit Media to begin a project based on new requirements, this Agreement will be considered canceled and Client and Eight Digit Media will enter into a new contract.
6. COMMUNICATION All communication on each project or campaign will take place via e-mail or via Eight Digit Media’s project management software. During the campaign or project, Eight Digit Media requests that all emails be responded to promptly (within 24-48 hours). Accommodations for unavailability due to vacation or illness, etc. will be discussed and check-in dates established.
Communication. Any communication/feedback delays that last more than 7 days will add a “holding fee" of $100 per week to Client’s invoice. If Client does not respond or communicate within 21 days, the project will be suspended, and there will be a $500 restart fee to resume the work. Rescheduling and payment of these fees will be required for work to pick up again and will be based on Eight Digit Media’s availability. Eight Digit Media will make every effort to keep the project or campaign on schedule, however, this is dependent on the input and communication by Client.
The best way to reach Eight Digit Media is via e-mail. You can also reach us by telephone if necessary. Our contact info is as follows: E-mail: help@eightdigitmedia.com
Telephone: 214-393-1820
Social media should not be considered a reliable form of communication for purposes of this Agreement. Hours of Operation: Eight Digit Media operates from 9:00 am to 5:00 pm CST, Monday through Friday. E-mails, phone calls, and texts are welcomed during these hours. Communications received outside of business hours will be acknowledged as soon as the next business day.
Exceptions may be made at the discretion of Eight Digit Media in unique or emergency situations.
7. TECHNICAL SUPPORT Delivery of Digital Data. Deliverables will be made available to Client via e-mail or Eight Digit Media’s project management software.
Web Hosting. Client may already have professional website hosting; if this is the case, Eight Digit Media will work within those parameters. If Client does not manage its current website hosting or is not currently working with a host that supports the solution Eight Digit Media is providing, Client may request that Eight Digit Media set-up an account with one of Eight Digit Media’s preferred, third party hosting service providers.
8. EIGHT DIGIT MEDIA’S INTELLECTUAL PROPERTY RIGHTS Eight Digit Media expressly retains all right, title, and interest throughout the world in any deliverables produced or services performed under this Agreement, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. This means that we are able to reproduce our original content and use it commercially for promotional purposes, for example.
License to Client. As our client, you are provided a limited, non-transferable license in the use of the content produced during our project(s). As our Client, you have a limited license to:
Use the written content for as long as you’d like, wherever you’d like, and whenever you’d like as long as you are an active paying client on a monthly subscription for our marketing services, so long as it is within the context of the commercial business and services at hand, namely legal services. Reproduce or display the content for purposes of marketing in within the same company and for identical services listed in this Agreement.
Upon expiration/termination of your subscription, your limited license will be revoked.
Limitations on Usage. As indicated, the license provided to you, while vast, does come with some limitations:
Client cannot sell or sub-license or transfer produced content to a 3rd party (i.e., selling content to another entity, allowing another entity to use the produced content, regardless of monies exchanged, to permit others to use content for commercial purposes, or directly profit from the content in any way outside of the business the content was produced for originally).
Clients cannot use produced content to promote different products/services they sell in a different business. Client may not allow others to do the same. Client cannot imply anyone other than Eight Digit Media produced the content. In order to do this, Client would need to purchase applicable Intellectual Property Rights of the content produced, including the copyright where applicable.
Client cannot make alter, modify, or otherwise make derivative works of the content.
Client cannot use the content in an illegal or derogatory manner.
Client cannot use the content to slander, disparage or otherwise damage Eight Digit Media or Chris Ross personally.
9. ELECTRONIC SIGNATURESThis Agreement may be executed by electronic signature, including those created via touchscreen or computer mouse, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Electronic and facsimile transmissions of this Agreement shall be deemed originals.
10. GOVERNING LAW The laws of the state of Texas will govern the validity, construction, and performance of this contract. Any actions relating to this contract will be handled in courts serving Dallas County, Texas.
In the event of a dispute, the first course of action to be sought by either party, after making a good-faith and reasonable effort attempting to resolve the matter amicably, shall be mediation with a mutually agreed upon mediator. Parties shall divide the costs of mediation evenly.
Wherever possible, each provision of this contract will be interpreted so that it is valid under applicable law. If any provision is held illegal or unenforceable, that provision will be reformed to the extent necessary to make the provision legal and enforceable. All remaining provisions will remain unaffected and will continue in full force and effect.
11. COMPLIANCE, PERFORMANCE, HOLD HARMLESS & LIABILITY Compliance. It is possible that Facebook may terminate Client's advertising account (Facebook Ads account) due to noncompliance, whether due to a change in Facebook's terms and conditions or due to use of or activity associated with Client's advertising account, by the Client or at Client's direction, that is noncompliant with Facebook's terms and conditions. Client understands that under their terms of service Facebook reserves the right to arbitrarily terminate an advertising account without prior notice and without providing a specific reason.
Eight Digit Media represents that it complies with all federal, state and local laws, statutes, ordinances, rules, regulations, codes and other governmental requirements and applicable court and administrative decisions and orders and decrees (collectively, “Laws”) applicable to Eight Digit Media’s business operations and activities under or in connection with this Agreement, including all Laws relating to Do Not Call, Do Not Email, CAN-SPAM and the California Consumer Privacy Act.
Client represents that it complies with all federal, state, and local laws, statutes, ordinances, rules, regulations, codes other governmental requirements and applicable court and administrative decisions and orders and decrees (collectively, “Laws”) applicable to Client’s business operations and activities under or in connection with this Agreement, including all Laws relating to Do Not Call, Do Not Email, CAN-SPAM and the California Consumer Privacy Act.
Performance. Eight Digit Media does not guarantee or provide any warranty, express or implied, with regards to any specific results or outcome. Examples of results obtained for other clients of Eight Digit Media may be used for demonstrative purposes only and should not be understood as a promise of future or potential results. If you do not make payment as outlined in this contract, then we are released from any further responsibility, including continued management of advertising campaigns or online funnels, and will keep any past payment that has been made.
Hold Harmless. Client agrees to hold Eight Digit Media harmless in the event of Client's Facebook advertising account being terminated. In the event this happens, Client agrees to attempt to re-activate the account or to set up a new Facebook advertising account and to allow Eight Digit Media to continue its work under this Agreement. Eight Digit Media agrees to cooperate and reasonably assist to the best of its ability in getting such account reactivated or a new account set up, but Eight Digit Media provides no guarantees that such efforts will be successful. If Client is not able to get its Facebook advertising account reactivated or a new account set up or chooses not to do so, Client agrees not to hold Eight Digit Media liable for any losses Client may suffer as a result.
To the extent allowed by law Client agrees to hold Eight Digit Media harmless from any and all liability, damage, cost, and/or expense arising from claims of injury to individuals or damage to property caused by Client’s conduct arising from the terms of this Agreement, including any and all claims arising from Client’s use of any data, marketing databases, information about leads/customers, and licensed Intellectual Property Rights. This “hold harmless” provision will not apply if injury or damage is caused by Eight Digit Media’s willful misconduct or gross negligence.
To the extent allowed by law, Eight Digit Media agrees to hold Client harmless from any and all liability, damage, cost and/or expenses (including, without limitation, reasonable attorney’s fees) arising out of or related to the services provided by Eight Digit Media hereunder and/or a breach of this Agreement by Eight Digit Media.
Liability. Eight Digit Media takes great care when creating content and campaigns as well as when implementing, managing, and transporting deliverables/digital data. In the event that Eight Digit Media cannot meet the terms of this Agreement due to unforeseen circumstances, then its liability will be limited to the amount of money that Client paid to Eight Digit Media.
Once Eight Digit Media completes its lead generation services, it is no longer liable for Client’s usage of data, marketing databases, information about leads/customers, and licensed Intellectual Property Rights.Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Party. Any purported assignment without such consent shall be void.
Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to this matter, and all other agreements, whether verbal or written are integrated into this Agreement. If the terms of the Agreement are acceptable to you, please acknowledge your agreement by paying the associated invoice.
