This Ongoing Marketing Agreement is made by and Between CAPOR, LLC DBA Ask8.com (“We” or “Us” or “Marketer”), and Client (“You” or “Client”).
WHEREAS, Client, are hiring CAPOR, LLC DBA Ask8.com to perform Online Going Marketing Proposal (“Campaign Materials”) for the estimated total price as outlined in the investment page.
WHEREAS, Total Fee breakdown can be reviewed on the Investment Page of this Proposal
For clarification of point 2 above:
Your Ongoing Content Marketing Monthly Fee will be outlined in your invoice monthly
Any Optional Fee Must Be clicked on in the investment page And will be lined itemed on the monthly invoice
Any One Time Optional Fee Will also be lined on the invoice and only be charged that one time
These options will be invoiced as separate line items in invoice based on which option you take and what is your monthly ad spend.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:
1.0 Services Rendered
STRATEGY & DESIGN
We'll deliver a branding strategy and design new social media headers. After the strategy and design is approved we'll deliver all images for your files. You will have opportunities to review our work and provide feedback. If at any stage, you're not happy with the direction our work is taking, you will pay us in full for everything we've produced up to that point and then cancel this contract. A review schedule will be maintained as stated in the above proposal.
We can't guarantee that our work will be error-free (we're human!) so we can't be liable to you or any third-party lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them.
2.0 Mutual CooperationWe agree to use our best efforts to fulfill and exceed your expectation on the Campaign Materials listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services PerformedRequests above and beyond those listed in the budget may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a fee to resume work at the discretion of CAPOR, LLC DBA Ask8.com.
Here at Ask8.com, we make every effort to ensure that we accurately represent these products and services and their potential for income. Earning and Income statements made by our company and its customers are estimates of what we think you can possibly earn.
There is no guarantee that you will make these levels of income and you accept the risk that the earnings and income statements differ by individuals.
As with any business, your results may vary and will be based on your individual capacity, business experience, expertise, and level of desire.
There are no guarantees concerning the level of success you may experience. The testimonials and examples used are exceptional results, which do not apply to the average purchaser and are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on his or her background, dedication, desire and motivation.
There is no assurance that examples of past earnings can be duplicated in the future. We cannot guarantee your future results and/or success. There are some unknown risks in business and on the internet that we cannot foresee which can reduce results. We are not responsible for your actions.
The use of our information, products, and services should be based on your own due diligence and you agree that our company is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our information, products, and services.
4.0 Terms of Payment4.1 BILLING SCHEDULEWe're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We're also sure you'll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The total budget for this project can be found on the investment page
CAPOR, LLC DBA Ask8.com will invoice client for 100 percent (100%) of the initial fees at point of this signed agreement which will start Your Monthly Marketing.
Fee breakdown is as follows please visit the investment page for full details
We will add the additional option and or ad management fees’ to the above total if you choose to go with one or both of the options.
client will supply CAPOR, LLC DBA Ask8.com with all necessary Documents and other internal information required for invoice processing before the close of the month of work (if applicable).
4.2 CLIENT AGREEMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will start the project. Every invoice after that will have seven-day payment terms. In the event payment is not made within 30days, CAPOR, LLC DBA Ask8.com will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs CAPOR, LLC DBA Ask8.com pays for carrying overdue invoices from Client.com. Also, CAPOR, LLC DBA Ask8.com reserves the right to stop work until payment is received. Your Monthly Payment day will be on the same day each month. The day is based on the day you signed the Agreement. So if you signed your Agreement on the 15th of the month, your invoices are due every 15th of the month
You can also elect to cancel any one particular service we are performing and we can deduct the single service from your monthly marketing price.
4.3 COLLECTION COSTSIn the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of PlansYou have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments. We agree to use our best efforts to minimize such costs and expenses.
Your Agreement is based on a month to month term. We request a 30 day written notice (email is fine) that you are canceling your services. An example is, you make your normal payment for the more than one month services, at the same time, you submit, in writing (email), that the next month of services you will be canceling.
You can also elect to cancel any one particular service we are performing and we can deduct the single service from your monthly marketing price.
Client’s data (“Client’s Data,” which shall also be known and treated by us as Confidential Information) shall include: (a) Client’s data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Client Data is and shall remain the sole and exclusive property of Client and all right, title, and interest in the same is reserved by Client. This Section shall survive the termination of this Agreement.
6.1 License to Certain Client Intellectual Property.
(a) Subject to and in accordance with the terms and conditions of this Agreement, Client grants Marketer and its Affiliates and Permitted Third Party Providers a limited, non-exclusive, [non-transferable, and non-sub-licensable, worldwide license during the Term to use, solely in connection with the Services: (i) Client’s Trademarks (ii) Client’s domain names, website addresses, websites, and; (iii) any Trademarks created by the Marketer on Client’s behalf as part of the Services.
(b) Client grants no other right or license to any Client Intellectual Property to Marketer by implication, estoppel, or otherwise. Marketer acknowledges that Client owns all right, title, and interest in, to and under the Client’s Trademarks and that Marketer shall not acquire any proprietary rights therein. Any use by Marketer or any Representative of Marketer of any of Client’s Trademarks and all goodwill associated therewith shall inure to the benefit of Client.
6.2 Ownership of and License to Campaign Materials
(a) Ask8 will own the marketing strategies, campaigns, contests and slogans and other things it creates for client (collectively, the "Campaign Materials"), including the rights to rework and reuse such materials with other Ask8 clients, and to use them as examples of Ask8’s work. As exceptions to such ownership by Ask8:
(b) Campaign Materials will be the sole property of client only to the extent they are specific to Client, specifically, Slogans will be considered "specific to client" to the extent use by others would be likely to cause trademark confusion (about who is selling what);
(1) The client specific Campaign Materials that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, such Campaign are hereby deemed a “work made for hire” for Client. To the extent that any of the Campaign Materials specific to Client do not constitute a “work made for hire,” Ask8 hereby irrevocably assigns, and shall cause the Marketer Personnel (employees and third-party providers) to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Campaign Materials specific to Client, including all Intellectual Property therein. Ask8 shall cause the Marketer Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Marketer Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Campaign Materials specific to client subject only to payment by client (as provide above).
(2) Client will be allowed to continue using all Campaign Materials not specific to Client even if the two companies discontinue their business relationship for any reason. Ask8 hereby grants client and its affiliates a perpetual, limited, non-exclusive, royalty-free, non-transferable (except to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party’s assets), non-sub-licensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Campaign Materials not specific to Client to the extent incorporated in, combined with or otherwise necessary for the use of all Campaign Materials (whether or not specific to Client) for any and all purposes/solely to the extent reasonably required in connection with Client's receipt and use of all Campaign Materials.
(c) Ask8 will identify the third party and other materials it delivers to Client, if any, to the extent Client will not fully own them.
Without waiving any of its rights in 6.2, Client grants Marketer the right to reproduce, publish and display the Client Specific Campaign Materials in Marketer’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Campaign Materials only in connection with such uses.
6.4 Promotional Approval
Either party, subject to the other’s reasonable approval, may describe its role in all Campaign Materials on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.
7. Representations, Warranties, and Certain Covenants. 7.1 Mutual Representations, Warranties, and Covenants.
Each Party represents, warrants, and covenants to the other that:
(c) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
(d) it has not, and during the Term will not, enter into any oral or written contract or negotiations with any third party that would impair the rights granted to the other Party under this Agreement, or limit the effectiveness of this Agreement, nor is it aware of any claims or actions that may limit or impair any of the rights granted to the other Party hereunder; and
(g) it is now and through the Term shall remain in compliance with all Laws applicable to the performance of its obligations under this Agreement.
7.2 Marketer Representations, Warranties, and Covenants.
Marketer represents, warrants, and covenants to Client that:
(a) it has, or shall obtain and shall maintain in full force and effect during the Term, all necessary licenses, permits, consents, and authorizations as may be reasonably necessary in connection with the Campaign and provision of the Services;
(b) it shall materially comply with, and ensure that all Marketer Personnel and Permitted Third Party Providers comply with, all specifications, rules, regulations, and policies of Client that are communicated to Marketer in writing;
(c) Client will receive good and valid title to all Campaign Materials, free and clear of all encumbrances and liens of any kind;
(d) to the Knowledge of Marketer, none of the Services, Campaign Materials, or client’s use thereof infringe or will infringe any Intellectual Property of any third party arising under the Laws of the United States;
(e) to the Knowledge of Marketer, no Campaign Materials provided in electronic form by Provider to Client contain or will contain any (i) Trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access or to disable, erase, or otherwise harm any computer, systems or software, or (ii) any time bomb, drop dead device or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensee or owner of a copy of the program or the right and title in and to the program; and
(f) Marketer will comply with all policies and Terms of Service of platforms on which it procures advertising on behalf of client, including Facebook and Google Ads and that Marketer will comply with all policies and Terms of Service of platforms on which it posts Client’s social media and promotional content.
7.3 Client Representations, Warranties, and Covenants.
Client represents, warrants and covenants to Marketer that:
it has, or shall obtain and shall maintain throughout the Term, all rights, licenses, and consents required in connection with the Campaign, including any such right or licenses required to lawfully use, and to authorize Marketer to use, any Client Intellectual Property or Client Materials provided to Marketer for use in connection with the Campaign; Client’s information regarding its products and services will be accurate and complete.
8.0 Indemnity8.1 Marketer Indemnity
Marketer shall indemnify Client and its affiliates, and their respective directors, officers and employees from and against all claims, liabilities, damages, costs and expenses (including attorneys’ fees and expenses) resulting from, incident to, or arising out of acts or omissions of Marketer or its employees or agents.
8.2 Client Indemnity
Client shall indemnify, save and hold harmless Marketer from the claims of any third party relating to Client Intellectual Property, including, but not limited to, claims of copyright infringement, violation of trade secrets, invasion of privacy, defamation, and right of publicity.
Neither Party shall directly or indirectly disclose any Confidential Information (defined below) of the other Party to any third-party, or use, or assist any third-party in using, any Confidential Information, excepting only:
(a) any disclosure required by law or made confidentially to the disclosing Party’s shareholders, directors, officers, employees or advisors (collectively, the “Permitted Recipients”); and
(b) the use of Confidential Information by a Permitted Recipient in connection with this agreement, provided that the disclosing Party shall
(i) make such Permitted Recipient aware of the requirements of this agreement,
(ii) take reasonable steps, including at least the steps taken by it to protect its own Confidential Information, to prohibit disclosure by such Permitted Recipient of the Confidential Information, and
(iii) be responsible and liable for a Permitted Recipient’s disclosure or use of such Confidential Information which is not expressly permitted by this agreement. “Confidential Information” shall mean, with to respect to each Party, all of its trade secrets, proprietary data and other information (whether written or oral) relating directly or indirectly to a Party’s business, including without limitation management, operations and marketing information; economic studies and methods; proprietary forms; financial, tax and accounting information; business plans, policies and procedures; any information which a Party is obligated to treat as confidential, whether or not such information is disclosed pursuant to this agreement; the terms and provisions of this agreement and of all transactions or documents executed by the Parties pursuant to this agreement. With respect to Client, “Confidential Information” shall include without limitation all information about its agreements and transactions with third parties and all information about those third parties and their services.
Confidential Information shall not include any information which
(i) is or becomes known or available to the public and did not become so known or available through the breach of this agreement by either Party, or
(ii) has been lawfully acquired from a third party without any breach of any confidentiality restriction.
Marketer acknowledges that clause 9.0 of this agreement is essential provisions of this agreement and that Client would not have entered into this agreement without their inclusion. Marketer agrees that such sections are reasonable and appropriate in all respects and that, in the event of their violation or attempted violation, Client will suffer irreparable harm and its remedies at law will be inadequate. In the event of any such violation or attempted violation, Client shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and any other available equitable relief, without any showing of irreparable harm or damage or the posting of any bond or other security. All rights and remedies of each Party under this agreement are cumulative and in addition to all other rights and remedies to which such Party may be entitled from time to time, whether under another agreement, at law or in equity.
11.0 Term and Termination
11.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of The Date Contract is signed and shall continue until terminated by either party upon not less than 30 days' notice in writing (email) given by either party to the other. Upon the termination of this agreement, neither Party shall have any further rights or obligations under this agreement except under the provisions of sections 6,8,9,10 and 12.8, which shall survive such termination.
11.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
11.3 PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancellable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Client, that any such materials and services are non-cancellable.
Client.com will be notified in advance when such payments may come up so that they have the opportunity to approve them before the expense is incurred.
11.4 Paid Campaign Materials and Unpaid Campaign Materials
Upon termination or expiration of this Agreement, Marketer agrees to furnish all Campaign Materials paid for by Client in the manner described in clause 11.5. Client is entitled to all Campaign Materials created and paid for up until the point of termination, in any stage of completion. On all paid Campaign Materials Marketer grants the license to client or conveys ownership upon client as described in 6.0. Any Campaign Materials not paid for by Client shall remain the sole property of Marketer and no rights are licensed to the Client on the not paid for Campaign Materials.
11.5 Effect of Termination or Expiration
Upon expiration or termination of this Agreement,
CAPOR LLC DBA ASK8 shall deliver all Campaign Materials paid (whether complete or incomplete) for by Client by delivering to Client all source files, finished files and working files related to the Campaign Materials Client agrees to pay for all costs associated with the transfer of materials.
Each Party shall promptly destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information, and promptly deliver to Client all Campaign Materials (whether complete or incomplete) for which Client has paid and all Client Materials;
Provide reasonable cooperation and assistance to Client upon Client’s written request and at Client’s expense in transitioning the Services to an alternate Marketer;
On a pro rata basis, repay any fees and expenses paid in advance for any Services or Campaign Materials that have not been provided; and
Subject to Clause 11.3, the Party terminating this Agreement, or in the case of expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of the terminating Party’s rights or remedies/either Party’s rights, remedies, or defenses under this Agreement, at law, in equity or otherwise.
12.0 General Provisions12.1 Relationship of Parties
The relationship between Client and Marketer is and shall be that of independent contractors, and nothing in this agreement shall be construed to establish an agency relationship, an employer-employee relationship, a partnership or a joint venture between the Parties. Marketer shall have no power or authority to bind Client to any obligation or liability without Client’s express prior written consent, and Marketer shall not hold itself out as having any such authority. All rights granted to Marketer under this agreement are non-exclusive, and Client shall have the right to enter into agreements with other parties to perform similar services, some of whom may compete with Marketer, and to perform similar services on its own behalf.
12.2 No Third-Party Benefit
This agreement is intended for the exclusive benefit of the Parties and their respective successors and assigns, and nothing contained in this agreement shall be construed as creating any rights or benefits in or to any third party.
Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party. Owner may assign or sublicense all or any portion of Owner's rights under this Agreement to any third party, without the permission of Marketer.
This Agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by each Party to be bound.
12.5Joint Drafting and Neutral Construction
This Agreement is a negotiated document and will be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation will apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement will be construed and interpreted in a neutral manner.
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement will remain in full force and effect and will in no way be affected or invalidated.
12.7 Entire Agreement
This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed herein. Any oral representations or modifications concerning this instrument will be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged.
12.8 Venue and Applicable Law
This Agreement will be governed, construed, and interpreted in accordance with the laws ofNew York (without respect to principles of conflicts of law), and the Parties submit to the jurisdiction of and venue in New York in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement.
All notices under this Agreement shall be given in writing either by:
(a) Email, with return confirmation of receipt; or
(b) Certified or Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email, on confirmation of receipt.
12.10. Other. Other Cooperation Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.
Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.
The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
All rights and remedies of Client herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.
LIMITATION OF LIABILITYNOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this Agreement.
Form of Signatures
This Agreement may be executed by the parties in electronic counterparts.