This agreement between “Client” who is engaging Growth Alliance LLC “Growth Alliance” located at 520 Broadway, Suite 200, Santa Monica, California, 90401 on the date this form is submitted to act as an independent contractor for the specific project to provide one or more of the following services:
• Digital consulting services as outlines in the media plan or proposal.
WHEREAS, Growth Alliance is an independent contractor hired to provide outsourced digital marketing on a monthly basis (see service descriptions).
WHEREAS, Client seeks to utilize Growth Alliance services to provide digital marketing and lead generation for their business.
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;
1. Digital Marketing: Client agrees to pay the proposal price each month for services. Services will be billed a month in arrears, and payments will be due 7 days after the invoice date. Growth Alliance has the right to terminate the agreement with a seven-day notice in the event the services are not pre-paid for by the client. Pricing is based on current scope of work. In the event additional services are required or there is a major change in the scope of work, then Growth Alliance reserves the right to adjust our pricing. In the event the travel required to fulfill these services is more than 10 miles, then Growth Alliance shall be reimbursed for expenses incurred. All expenses must be pre-approved by the Client.
2. Additional Services: Growth Alliance may provide additional services including but not limited to training, copywriting, photography or video services based on the client’s request.
3. Term of Agreement: Client agrees the initial term of this agreement will be for three months, afterwhich the agreement will automatically continue on a month-by month basis. After a period of 3 months, the client can cancel or pause working with Growth Alliance (for example if the Client wishes to pause the advertising for a period of time) at any time, and you will continue to have access to Growth Alliance's service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial periods or unused services. To cancel, please contact your Digital Strategist or email billing@thegrowthalliance.com
3.1: Changes to the price plans. We may change the price of our services from time to time; however, any price changes or changes to your subscription plans will apply to subsequent billing cycles following notice of the change(s) to you.
3.2 Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time. You authorize us to charge the service fee for the next billing cycle to your Payment Method.
4. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Growth Alliance's efforts at the request of Growth Alliance.
5. Additional Tools/Software & Cost: Growth Alliance may require certain tool/software/services to support our efforts. Client agrees to be responsible for all cost one time or monthly for such tools/software. Growth Alliance agrees that it will not purchase or subscribe to such software without pre-approval from the Client.
6. Managing Clients Internal Resources: Client agrees that Growth Alliance will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all of the current internal digital marketing resources (employees, contractors, etc.). Clients agrees that all digital resources will report to Growth Alliance on an as needed basis to implement the program effectively. Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by Growth Alliance and the leadership team of the client.
7. Additional Services Fees: In the event the Client would like to use Growth Alliance for services outside of the scope of services additional charges may apply. In the event Growth Alliance is asked to do hourly work outside of the scope of this agreement, then the following charges will apply. Hourly rates will be provided to the Client upon request.
8. Authorization: Client agrees to give Growth Alliance access to all tools, software, websites, social media, accounts, etc. that they will need to access. Growth Alliance will use best efforts to secure and protect all passcodes. Only authorized representatives of Growth Alliance will be allowed to access passwords and only on an as needed basis.
9. Copyrights and Trademarks: The Client represents (informs) to Growth Alliance and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Growth Alliance for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Growth Alliance from any claim or suit arising from the use of such elements furnished by the Client.
10. Ownership to Deliverables: Growth Alliance or its partners retain the intellectual rights to all items produced by Growth Alliance/partner. This includes all creative assets produced by Growth Alliance for the benefit of the Client's digital advertising campaign. Upon termination of the agreement, the Client agrees to cease usage of the advertising assets, including advertising campaigns, produced by Growth Alliance. In addition, Growth Alliance reserves the right to remove the campaigns from the Client's account at the end of the Client's Billing Cycle when the Client requests to cancel or pause their service with Growth Alliance.
Growth Alliance may choose to give the Client a one-time lifetime license for use of any of its intellectual property. In this event, the Client will be informed of this licence, and the client may use this intellectual property even after this agreement has been terminated and in accordance with the asset's licence agreement.
11. Work Credit: Client agrees to allow Growth Alliance to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Growth Alliance's services to other companies.
12. Assignment of Project: Growth Alliance reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
13. Non-Disclosure: Growth Alliance, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non- public confidential information obtained about the Growth Alliance to another party.
14. Performance Liability:
WHEREAS, the parties acknowledge that the internet is neither owned
nor controlled by any one entity; therefore, Growth Alliance can make no guarantee on the results that may be provided as a result of our work. Growth Alliance represents that in good faith it shall make every effort to ensure that the clients digital marketing is successful as a result of our work.
Growth Alliance does not warrant that the functions supplied by its work, web pages, digital marketing, leads, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables/leads will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client.
In no event, will Growth Alliance be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Growth Alliance has been advised of the possibility of such damages.
In no event, will Growth Alliance be liable to the Client for advertising budget over or underspend. It is the responsibility of the Client to ensure future budget agreements are communicated to Growth Alliance in writing, and it is the responsibility of the client to monitor their advertising spending. Growth Alliance represents that in good faith it shall make every effort to ensure prior budgets agreed in writing are adhered to.
15. Indemnity: The client does hereby expressly agree to indemnify and hold harmless Growth Alliance, LLC, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The Client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Growth Alliance , LLC, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.
16. Agreement Revisions: Revisions to this Agreement will be considered agreed to by Growth Alliance and Client when requested changes have been signed by both parties.
17. Lawful Purpose: Client may only use Growth Alliance's design services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any
connection to such materials.
18. Termination: Growth Alliance may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and Growth Alliance refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Growth Alliance for other collection costs and expenses it may occur.
19. Entire Understanding: The agreement constitutes the sole agreement between Growth Alliance and Client regarding the use of services. It becomes effective only when signed by both parties.
20. Growth Alliance Vendors: In connection with Services provided hereunder, Growth Alliance has the right to utilize contractors, third-party companies, and vendors selected by Growth Alliance at its sole discretion (eacha Vendor) to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms Growth Alliance deems in its sole discretion as acceptable (Vendor Terms). Growth Alliance will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.
21. Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.
22. Fax/Scanned Copy of Signature: Both parties agree that a faxed, digital or scanned copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding.
23. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to such state's principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Beaufort County, South Carolina, and all legal proceedings shall take place in Los Angeles County, California. By electronically executing the proposal, you agree to all of the following terms and conditions.