Purchasing organization, referred to as (CLIENT), and The Wikid Agency, referred to as (AGENCY), agree as entered into this agreement on the date and time of the order submission.

EMPLOYMENT OF AGENCY:

CLIENT hereby permits the AGENCY to render, and AGENCY agrees to render to CLIENT, all the services customarily performed by a digital internet advertising and marketing agency within such budgets as CLIENT may set from time to time for advertising, marketing and development efforts as defined by this contract (AGREEMENT).

ADVERTISING & PRODUCTION RATES:

Media costs, advertising costs, setup fees, production costs & hourly rates are to be set by AGENCY.

Rates are subject to change by the AGENCY, with the exclusion of existing advertising programs or agreements currently in place with an SLA.

Should an existing SLA be in place, our rates are increases annually between 6 & 10%, this depends on the economy as we do not increase every year. But the AGENCY is in control of annual increase. The CLIENT will be notified in advance of any increase.

ACCEPTANCE OF AGREEMENTS:

All potential forms of signature shall be governed by this AGREEMENT including, but not limited to, checking the agreement to “terms of service” box, written signature on individual project AGREEMENTs, electronic signatures, faxed signatures, scanned and emailed signatures, clear stated email approvals, and/or any other electronically clearly stated agreement to proposed change or program.

PAYMENT & BILLING TERMS:

1. CLIENT hereby agrees to pay the fees in price and schedule as listed on the agreement completed by CLIENT or in the proposal submitted to CLIENT, or as stated on the SLA.
2. If full advertising budget (when applicable) is not spent due to online demand, in the event there are additional months of advertising, balance will be applied to the upcoming month(s) unless prior written communication states that any unspent amounts are to be refunded & will be promptly refunded within 7 business days.
3. CLIENT hereby grants permission for AGENCY to charge CLIENT on file according to the price and schedule listed on the agreement or proposal every month for the amount agreed to as the monthly spend under AGREEMENT.
4. CLIENT agrees to pay upon execution of this agreement. AGENCY reserves the right to stop work until payment is made. Should collection activities become necessary, CLIENT agrees to pay all fees relating to said collection activities.
5. AGENCY reserves the right to add late fee of 5% per month on outstanding invoices at least one month past due.

EXPENSES:

1. CLIENT shall not be obligated to reimburse AGENCY for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed by CLIENT in advance.
2. AGENCY shall not be obligated to reimburse CLIENT for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this AGREEMENT unless expressly agreed by AGENCY in advance.

MAKE GOODS/SCHEDULING CORRECTIONS/TECHNOLOGY CONFLICTS:

In the event of an error, whether human (AGENCY or vendors of AGENCY) or technology based, AGENCY shall provide CLIENT notification and make all reasonable efforts with CLIENT approval or CLIENT discretion to make good on planned contractual obligations.

EXCLUSIVITY:

CLIENT agrees that AGENCY is the exclusive provider of all contracted and executed management and services during the duration of this agreement.

INDEPENDENT CONTRACTOR:

Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between CLIENT and AGENCY. AGENCY is an independent Contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The consideration set forth herein shall be the sole consideration due Contractor for the services rendered. It is understood that CLIENT will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Contractor will not represent to be or hold themselves out as an employee of CLIENT and Contractor acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor’s sole responsibility and Contractor shall indemnify and hold CLIENT harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

REPRESENTATIONS AND WARRANTIES:

The AGENCY will make no representations, warranties, or commitments binding CLIENT without its prior consent.

LEGAL RIGHT:

1. AGENCY covenants and warrants that he/she has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.
2. CLIENT covenants and warrants that he/she has the unlimited legal right to enter into this AGREEMENT and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this AGREEMENT.

NUMERICAL ESTIMATES/EXPECTATIONS:

Any project estimates provided are indicative only, since there is no guarantee of results provided for payment made. Performance is based on best efforts in order to renew beyond the AGREEMENT term.  Actual results may be greater or less than the numbers shared based on the relevant characteristics of each individual business and other external factors.

TERM & AUTO-RENEWAL:

This AGREEMENT shall continue in force until either party terminates this AGREEMENT as per the “TERMINATION” section contained herein. Either party shall request adjustments or amendments to this AGREEMENT which will only be executed and enforced upon agreement and written signatures of both parties.

This AGREEMENT will automatically renew for an additional term based on the original term length unless CLIENT declines the automatic renewal option in physical or electronic writing within 14 calendar days before the end of the original term. Either party shall request adjustments or amendments to this AGREEMENT which will only be executed and enforced upon agreement and written signatures of both parties.

TERMINATION OF AGREEMENT:

1. CLIENT may initiate the process to terminate this AGREEMENT at any time.
2. Our termination policy is 1 calendar month from CLIENTS termination request.
3. Upon termination of this AGREEMENT by CLIENT, CLIENT shall pay AGENCY all outstanding balances as well as any balance for the next calendar month involved

NONDISCLOSURE:

The AGENCY, 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 confidential information. Likewise, the CLIENT agrees that it will not convey any confidential information obtained about the Developer to another party.

CONFLICTING TERMS:

In the event of a conflict between the terms of this Contract (including any and all attachments thereto and amendments thereof) and the terms of Exhibit A (if applicable), the terms of Exhibit A shall control.

SEVERABILITY:

If any provision of this Contract is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Contract shall remain in full force and effect.