Digital Marketing – Service Agreement

We decided to create an agreement that’s as clear and simple as chatting with our own mom, with no fine print or clauses she wouldn’t approve of.

Parties:

• The Client: Specified in the invoice, or in the agreement form by Name, Email and Organization
• Kickstart Marketing Agency LLC, also known as “Kickstart” or “The Provider”.

1.0 Services Rendered

1.1 Software as a Service (SaaS): The Provider offers access to its proprietary software, which the Client may use for their business operations. Access to the software is provided on a subscription basis as detailed in the invoices.

1.2 Execution Services: In addition to SaaS, the Provider will deliver specific execution services as detailed in invoices. These may include digital marketing, content creation, analytics services, or other activities performed on behalf of the Client.

2.0 Mutual Cooperation

Kickstart and The Client commit to working collaboratively to ensure the success of the deliverables. The Client agrees to provide necessary access and resources and to communicate promptly regarding any concerns or issues related to the services.

3.0 Services and Access

3.1 Scope

Services provided are limited to those outlined in the invoice or contract. Any additional services requested by The Client will require a separate quote or agreement and are not included in the current scope unless explicitly stated.

3.2 Access Requirements

Kickstart requires full administrative access to all relevant social media accounts and website administrative panels for effective service provision of Ads Management. Lack of such access may lead to a delay or suspension of related services.

4.0 Terms of Payment

4.1 Billing Information and Schedule

The Client agrees to maintain updated billing information for automatic processing of charges. Invoices and receipts will be issued systematically and are available upon request.

4.2 Payment Obligations

Payments are due upon receipt of the invoice. Late payments incur a 1% monthly late fee. Kickstart reserves the right to suspend services for unpaid invoices.

4.3 SMS and Voice Call Pricing

• SMS (US/Canada): $0.0079 per segment for both outbound and inbound.
• Voice Calls (US/Canada): $0.0140 per minute for outbound (from local and toll-free numbers), $0.0085 per minute for inbound to local numbers, and $0.0220 per minute for inbound to toll-free numbers.
• Brand and Campaign registration one Time $20.95 will be charged. Multiple Campaign Fee will be charged in case of Campaign failures. Additional campaign fee up to $12 per month will apply in accordance with TCR rules. The fee for high volume campaign is $65.05
• Consult charges for other countries. Prices subject to change.

4.4 Advertising Services and Billing

4.4.1 Advertising on Client Accounts

Our preferred approach is to manage and execute advertising campaigns directly within The Client’s accounts on platforms such as Facebook Business Manager and Google Campaigns Dashboard. This strategy ensures transparency, allows The Client to maintain direct oversight of the advertising efforts, and facilitates easier integration with The Client’s existing digital infrastructure. This method aims to empower The Client with real-time insights into campaign performance and spend.

4.4.2 Prepaid Advertising Budget for Agency-Run Campaigns

In circumstances where it is mutually agreed upon to run advertising campaigns through Kickstart’s own accounts, The Client agrees to prepay for the advertising spend. This arrangement is designed to ensure that funds are available for the smooth initiation and continuation of campaigns without interruption. The prepaid budget amount will be established in consultation with The Client, ensuring alignment with campaign objectives and expected outcomes.

4.4.3 Billing and Payment for Advertising Services

In the event of a payment failure for advertising fees, including instances where the provided credit card or billing information is not processed successfully or any other reason, The Client agrees to promptly address and settle the outstanding invoice to ensure uninterrupted service.

4.4.4 Service Suspension for Non-Payment

If the outstanding payment for advertising services is not settled within 72 hours of issuing a failed payment notice, Kickstart reserves the right to suspend the advertising services. Further, Kickstart may initiate collection procedures to recover the unpaid amounts.

5.0 Intellectual Property Rights

5.1 Ownership of Created Assets

All intellectual property, including content, graphics, and digital assets created during the engagement, will be owned as follows:

• Social Media Ads: Any social media advertisements campaigns created by Kickstart and run on agency accounts remain the property of Kickstart Marketing Agency LLC. These assets are not transferable to The Client. The Client however can copy at his own discretion the Ad Copy or save images that he may find useful.
• Webpages on Agency Servers: Web Pages developed and hosted on Kickstart’s servers are the property of Kickstart. However, The Client is entitled to copy and use the content (images & text) of these webpages for their purposes.

5.2 Rights to Use for Portfolio

Kickstart reserves the right to display and use any of the created assets, including those transferred to The Client, in its portfolio and marketing materials as examples of Kickstart’s work.

6.0 Data Protection and Privacy

Kickstart commits to adhering to all relevant data protection laws and regulations in handling, storing, and protecting The Client’s customer data.

7.0 Compliance with Laws

Both parties agree to comply with all relevant laws and regulations in the performance of their obligations under this agreement.

8.0 Liability and Indemnification

Both parties agree to limit liability for each other’s actions as legally permissible and will provide indemnification against legal actions arising from violations of the agreement.

9.0 Force Majeure

Neither party will be held responsible for failure to fulfill their obligations if prevented by events beyond their reasonable control, such as natural disasters or pandemics.

10.0 Change Orders and Scope Creep

Any changes to the scope of work will require a new agreement or amendment to this contract, including negotiations for additional charges due to extra work.

11.0 Client Responsibilities

The Client is responsible for providing timely feedback, necessary access to accounts, and any other resources or information required for effective service delivery.

12.0 Performance and Quality Standards

Kickstart guarantees to meet agreed-upon performance and quality standards in service delivery, with specifics to be outlined in each service invoice or addendum.

13.0 Renewal Terms

13.1 Automatic Renewal

This agreement will automatically renew under the same terms unless either party provides written notice of non-renewal.

13.2 Notice of Non-Renewal

Either party must provide written notice of non-renewal at least 30 days prior to the end of the current term.

13.3 Client Responsibility for Charges

The Client is responsible for all charges incurred until the termination of services. From the date of the non-renewal notice, a 30-day period will commence, during which services will continue, and charges will accrue. The agreement and services will be formally terminated at the end of this 30-day period, and all charges due during this period are payable by The Client.

14.0 Confidentiality

Both parties agree to maintain the confidentiality of proprietary information exchanged during the course of this agreement. Furthermore, The Client acknowledges that all information accessed or provided within Kickstart’s CRM software is considered proprietary and confidential. The Client agrees not to distribute, share, or disseminate any such information in any shape or form, including but not limited to YouTube videos, screenshots, notes, documents, or any other medium, unless expressly authorized by Kickstart in writing.

15.0 Term and Termination

15.1 Immediate Suspension for Non-Payment

Kickstart may immediately suspend services for non-payment and terminate the agreement if the issue is not resolved within 14 days.

15.2 Conditions for Termination

Either party may terminate the agreement under specified conditions, including insolvency and breach of payment obligations.

15.3 Data Deletion Upon Termination

15.3.1 Obligation to Delete Data

Upon the termination of services, for any reason, Kickstart Marketing Agency LLC will delete all of The Client’s account information and associated data from Kickstart’s servers. This action is final and includes the removal of any stored data, campaign details, analytics, and other related information that pertains to The Client’s account.

15.3.2 Irretrievability of Deleted Data

Once the deletion process is completed, the data cannot be recovered or restored. Kickstart will ensure that all of The Client’s information is irretrievably deleted in accordance with data protection standards and privacy policies.

15.3.3 Client’s Responsibility for Data Backup

It is the sole responsibility of The Client to ensure that all necessary data, including campaign information, analytics, and other relevant data, is backed up prior to the termination of services. The Client must take proactive measures to secure their data as Kickstart will not be responsible for any loss of data once the services are terminated and data deletion is executed.

16.0 Maintenance and Support

Kickstart will provide technical support, issue resolution, and minor tweaks as part of maintenance services during specified business hours.

17.0 General Provisions

17.1 Governing Law and Jurisdiction

This Agreement is governed by the laws of California, with jurisdiction in San Diego.

17.2 Agreement Modification

Modifications require written consent from both parties.

17.3 Notice Procedures

Notices under this Agreement should be sent to designated addresses or emails of the parties.

17.4 Binding Effect

This Agreement is binding upon successors and assigns, with written consent required for assignments.

17.5 Dispute Resolution

Disputes will first undergo a 60-day cure period, followed by mediation in San Diego, California.

17.6 Severability

Invalid or unenforceable provisions do not affect the rest of the Agreement.

18.0 Money-Back Guarantee

Kickstart Marketing Agency LLC offers various guarantees associated with different campaigns and advertisements to ensure client satisfaction and tangible results. Our guarantees are tailored to the specific nature of each campaign or advertisement to provide the most value and assurance to our clients.

18.2 Social Media Advertising Guarantee

For our Lead Generation services, we provide a structured and performance-based guarantee. To qualify for our money-back guarantee, clients are required to actively engage with the leads provided. Specifically, the client must attempt to contact each prospect at least 12 times over the course of 10 days from the lead creation in the CRM and must also send at least 7 text messages. All interactions, including calls and texts, must be logged through our CRM system. If a prospect unsubscribes before these engagement criteria are met, the client will not be able to fulfill these requirements for that specific lead, and such leads will not count towards the guarantee criteria.

Furthermore, to ensure a fair assessment of our services’ effectiveness, the client agrees to a commitment that allows for the generation of at least 100 leads per month. Should more than 80% of these leads fail to respond after the stipulated amount of calls and texts, the client will then qualify for a money-back guarantee for that month. This policy is based on our belief that if 20% of the leads are active and engaged, there is a reasonable opportunity for the client to close deals and achieve a return on investment. Therefore, a money-back guarantee under these conditions would not apply.

18.3 Eligibility Criteria for Guarantee

• The client must meet the minimum ad spend requirement in order to generate at least 100 leads in the given month.
• The money-back guarantee applies only to the services rendered in the month where the lead engagement criteria were not met despite fulfilling the requirements outlined.
• The client is required to generate and engage with at least 100 leads per month to qualify for the guarantee, ensuring a significant sample size for evaluating the service’s effectiveness.

18.4 Exclusions

• This guarantee is specific and cannot be combined with any other offers or applied to other services provided by Kickstart. It is designed to affirm our confidence in our services and to ensure our clients are satisfied and confident in their investment with us.

18.5 Commitment to Client Satisfaction

We uphold this guarantee because we value client satisfaction above all. Our goal is to maintain a relationship where clients are not just satisfied but delighted with the results, making the investment in our services a rewarding experience.

19.1 No Refund Policy: 

The Client acknowledges that due to the immediate provision of services and access to proprietary software, all payments to the Provider are non-refundable.

19.2 Dispute Resolution:

 In case of any billing disputes, the Client is encouraged to contact the Provider directly to seek resolution. Disputed charges will be subject to additional fees if recharged, due to merchant processor fees.