This letter (“Agreement”) represents the terms upon which Envision Marketing, LLC (“EM” or “Company”) will provide Digital Marketing Services (“DMS”) to CLIENT (“Client”) as outlined in the General Terms below and in any accompanying Schedule and/or Scope of Work
Once signed and initialed by both Client and EM (collectively, the “Parties” and each a “Party”), this Agreement along with all Exhibits and Schedules shall become a binding agreement between the Parties effective as of the date of signature of final Party to sign the Proposal (“Effective Date”)..
GENERAL TERMS
In consideration of the covenants, representations, and warranties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, EM and Client hereby agree to the terms and conditions herein as well as those set forth in any Schedule and/or Scope of Work attached and incorporated by this reference:
A. Term
Termination shall be deemed effective immediately upon EM’s written notice to Client or effective sixty (60) days after receipt of written sixty (60) days’ notice of Client to EM (“Termination Date”). In the event of termination, the Client shall promptly pay EM all fees, costs, and expenses incurred through the Termination Date.
B. Scope of Work
EM’s services provided under this Agreement shall be limited to the services expressly selected by Client in Schedule 1 (the “Services”). All work performed shall be in the English language. EM will be performing Services as set forth on Schedule 1 for their website and no other domains. Additionally, Client expressly agrees that is the Services exclude any work required to remedy malware or any other contingency preventing the completion of the Services.
No change to the scope of Services under this Agreement shall be effective except upon written agreement signed by both EM and Client. By way of example only and without creating any limitation on or obligation of EM, Client may request changes to Client’s current website and such changes will be subject to separate written agreement and additional cost except as otherwise provided herein.
C. Billing and Payment
Client will be billed monthly for the Services(“Fees”) and payment shall be due within thirty (30) days of billing. Client shall pay EM in U.S. Dollars by check, electronic funds transfer, or other payment method designated by EM. [JM3] Any disputes regarding billing shall be raised promptly and in no event later than thirty (30) days or Client waives said dispute(s).
In the event that Client is provided Services by EM after the Termination Date, the Fees are subject to increase in EM’s discretion. EM will provide 30-day written notice to Client an increase to any of the Fees.
Should any bill become sixty (60) days or more past due, EM may cease all Services and work provided on the Client’s behalf until all outstanding bills are paid in full.
In addition to all other rights and remedies available to EM, if Client fails to timely pay any Fees due pursuant to this Agreement: (i) EM shall have the right to limit, suspend, or terminate the Services and/or terminate this Agreement; (ii) Client shall pay to EM interest on any late payments in an amount that shall be the lesser of: (a) one percent (1%) per month, or (b) the maximum percentage allowed by law; and/or (iii) collect from Client all actual damages, sums, fees, costs and expenses, including, without limitation, all reasonable attorneys’ fees incurred by EM in connection with or arising from the enforcement of this Agreement. This section shall survive any termination of this Agreement.
The payment of any Fees for Services performed under this Agreement are irrevocable, non-refundable, and non-creditable. No refunds or credits shall be given under any circumstances including, but not limited to, the termination of this Agreement for any reason or those related to any issues with Client’s website, Google Ads, or Client Channels.
D. Additional Fees and Costs
Client shall also pay EM as billed for any costs incurred in connection with the Services including but not limited to stock photos, website plugins, updated themes, plug-ins, and any other purchases deemed necessary by EM.
Client shall directly pay for any expenses associated with the Services charged by third-party provider(s) and/or platform(s) (e.g. Google, Facebook, Twitter, Bing, and other third-party DSP/Video Network(s)) including without limitation expenses for all online advertising campaigns, boosted social media posts, and any other digital advertising or promotional material placed in connection with the Services.
Monthly payments for PPC to Google Ads and any other third-party advertising platforms must be placed on Client’s credit or debit card, as designated by Client.
Client shall pay EM for all text or image updates to Domain that exceed two (2) cumulative hours of work per Term at $150.00 per hour. EM shall provide to Client a quote for any website development to Domain deemed necessary or recommended by EM in its provision of the Services. EM may provide to Client a quote for any Services not included under this Agreement upon request. No change to the scope of Services under this Agreement shall be effective except upon written agreement signed by both EM and Client.
Should Client’s site require the removal of malware, or the remedying of any other contingency preventing delivery of the Services, Client will pay EM $150.00 per hour to remedy the issue. Such work will be detailed in a separate Agreement and are subject to prior client approval.
Any costs that exceed $200.00 are subject to prior Client approval unless it is not practical to obtain such consent in advance.
E. Client Responsibility to Pay for Third-Party Content
If Client requests the use of any third-party content (e.g., stock photos or third-party software), Client is liable for and shall pay for the actual cost of licensing that third-party content. Client will not acquire the rights or license to use any third-party content until EM is paid in full for the cost of such content. Pursuant to Section L below, Client agrees to indemnify, defend, and hold EM harmless from any third-party claim that such third-party content infringes the intellectual property rights of any third party.
If the Client changes, adds to, or otherwise modifies the Services provided by EM, the Client shall immediately notify EM and the Client shall solely be responsible for the results of such changes, additions, or modifications.
G. Client Content
Client grants EM the right to use anything Client provides directly or indirectly to EM in connection with EM’s efforts to provide the Services including, without limitation, Client’s name, any text, graphics, photos, videos, designs, trademarks, other content, and Intellectual Property (“Client Content”).
H. Client Cooperation
Client shall cooperate fully and candidly with EM with respect to EM’s efforts to provide the Services, which cooperation includes, without limitation: providing Client Content as requested by EM; permission to make changes to Client’s online marketing campaign(s); permission to make changes to the Domain for purposes of performing the Services; permission to communicate directly with third parties on Client’s behalf; timely providing access to website and other online content, structure and accounts, including, without limitation, backend and administrative access to websites and other online channels owned or controlled by Client including, without limitation, administrative access to website, hosting, domain, Google Ads/Analytics and all social media channels (“Client Channels”); and timely providing unrestricted access to Client’s advertising content, website traffic statistics, return on investment tracking and/or other metric measure software and other software and/or tools related to Client’s online activities as reasonably designated by EM to analyze and monitor online activities.
I. Client Dispute Regarding Services
Client shall promptly and candidly identify any actual or perceived disputes with EM regarding the Services, which in no event shall be raised later than 30 days after Client obtains knowledge of facts giving rise to the dispute(s). Client’s failure to timely raise such dispute(s) shall constitute waiver of said dispute(s).
J. No Guarantee of Effectiveness
Client expressly acknowledges that, despite EM’s commercially reasonable efforts to provide the Services, EM cannot guarantee and explicitly disclaims any guarantee of any specific performance or results including, without limitation, the exact placement of Client’s advertising, the availability of any marketing campaign, the continuation of past performance in the future, any particular metric of success with optimization of digital advertising campaigns or from any organic or paid Internet search efforts to reach potential customers and generate leads for the Client’s business.
K. Limitation of Liability
EM SHALL NOT BE LIABLE FOR, OR BE IN BREACH OF THIS AGREEMENT UNDER ANY LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH CLIENT’S USE, OR INABILITY TO USE, THE SERVICES OR ANY WEBSITES ASSOCIATED WITH IT; OR RELATED TO ANY CAUSE BEYOND EM’S CONTROL, INCLUDING, WITHOUT LIMITATION, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL; PANDEMIC; WAR; INSURRECTION; PUBLIC ENEMY; ACTS OF GOD; TERRORIST ACTS; CHANGES IN LAWS; ACTS OR OMISSIONS OF GOVERNMENTAL AUTHORITIES; LABOR DISPUTES; STRIKES; POWER FAILURES; CHANGES IN THIRD-PARTY SEARCH ENGINES, THIRD-PARTY POLICIES, THIRD-PARTY TECHNICAL ERRORS, AND/OR ACTS AND/OR OMISSIONS OF THIRD PARTIES THAT PROHIBIT, HINDER, CHANGE AND/OR OTHERWISE AFFECT THE SERVICES AND/OR LICENSED SOFTWARE INCLUDING THROUGH UNAVAILABILITY, DELAY, OR MALFUNCTION.
EM SHALL NOT BE LIABLE TO CLIENT AS A RESULT OF OR RELATED TO ANY SECURITY BREACH.
EM SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY CONSEQUENTIAL (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ATTORNEYS FEES), INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, EVEN IF EM IS ADVISED IN ADVANCE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, THAT ARISE OUT OF OR ARE RELATED TO THIS AGREEMENT. THE CUMULATIVE LIABILITY OF EM FOR ANY CLAIM OR DAMAGES ARISING OUT OF OR IN ANY MANNER RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
L. Indemnification
Client agrees to indemnify, defend, and hold harmless EM and its officers, employees, agents, and representatives from and against liability for all claims, losses, damages, and expenses, including reasonable attorney fees, (collectively, “Losses”), to the extent such Losses are caused by Client’s acts, errors, or omissions or those of their agents, contractors, subcontractors, or assignees, including but not limited to the provision of any content material by Client which is subject to a third Party’s copyright, trademark, and/or other intellectual property right, or the publication of any Client-approved text or other content which violates applicable law.
Client shall further indemnify and hold EM harmless from and against any Losses incurred by EM with respect to any claim by a third party that arises out of the: (a) the intentional act or omission or negligence of Client; or (b) a material breach of this Agreement by Client. EM may settle any such claim without the prior written consent of Client, and EM retains the right to appoint its own counsel and control the defense of any such claim in its sole discretion.
EM has no obligation to indemnify or hold Client harmless from or against any Losses incurred by Client in connection with, as a result of, or related to this Agreement including, without limitation, any Security Breach.
M. Notices
All notices provided for in this Agreement shall be in writing and shall be (a) delivered by commercial overnight delivery service with written verification of receipt; (b) delivered personally; (c) sent by registered or certified mail, postage prepaid; or (d) sent by e-mail to the correct address. All notices will be sent to the addresses set forth below, until such time as written notice of a change of address is given to the other Party.
N. Governing Law
This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of Nevada, as applied to contracts made and to be performed entirely within Nevada, without regard to conflict of law principles.
- Arbitration
Except for claims and disputes with a value of $10,000.00 or less, which will be adjudicated in the Clark County Justice Court Small Claims Division, all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of Nevada. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator with at least five years experience in website development and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.
Client hereby acknowledges and accepts the Arbitration Provision above and represents that this Agreement is compliant with NRS 597.995 and Client is providing specific authorization for enforcement of the Arbitration provision.
P.Binding Effect [JM4]
This Agreement shall insure to the benefit of and be binding upon the Parties and their respective heirs, executors, legal representatives, and successors.
- Acknowledgement Regarding Client’s Competitors
Client acknowledges and agrees that this Agreement is not exclusive and EM may perform work for and/or provide services to EM’s other clients that may be in the same industry as Client or may be Client’s direct competitors (“Client Competitors”). Client acknowledges and agrees that nothing contained in this Agreement shall prevent EM from entering into agreements with Client Competitors.
Services]
| SEO Services
Initial Setup & Optimization ● Installation of Google Analytics, Google Search Console, Bing Webmasters, Microsoft Clarity, Google Tag Manager, Facebook Pixel, and WordPress plugins● Google Data Studio setup● Ahrefs and BrightLocal (SEO software) setup● Comprehensive keyword research● Identify most common industry questions● Technical website audit and error resolution scheduling● Competitive analysis● Online reputation analysis● Google Business Profile Optimization (for one* profile)● On-site optimization○ Meta tags for every page of the site○ Page content audit and copywriting scheduling○ Site structure optimization○ Technical optimization■ sitemap, robots.txt, RSS feed, page speed, “rel” tags○ Structured data markup optimization■ Schema, OpenGraph, Twitter Cards● Comprehensive visitor behavior tracking software installation● Business directory submission and optimization.● Penalty-prone backlink auditing and resolution● Link intersect analysis and Google Alerts setup to identify potential linking opportunities● Review acquisition campaign setup● Authorship optimization to add authority to blog content● YouTube audit (if applicable) and optimization scheduling PPC Initial Setup & Optimization ● Account access or creation● Research, drafting, and revisions for up to 3 campaigns, including:○ Keywords○ Negative keywords○ Ad Copy○ Location targeting○ Audience targeting○ Ad Assets○ Budget allocation○ Bidding strategy● Landing page creation and revisions● CallRail call tracking installation● Conversion tracking installation● Google Business Profile linking● Google Analytics linking● Google Data Studio Dashboard creation
First Month Video Services ● Comprehensive guide: “Video Marketing for Small Businesses” ● In-depth business audit ● Initial coaching call ● Asset collection (access to relevant websites or channels, existing images or videos)
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Ongoing Monthly Services
● In-depth Performance Analysis & Quarterly Plan● Comprehensive Reporting● One Hour Progress/Brainstorming Call● Comprehensive Website Error Diagnostic & Resolution● Google Analytics, Bing Clarity, GSC, and BrightLocal Data Analysis● Content Ranking Opportunity Analysis● User-flow Analysis and site structure optimization● Link Intersect Analysis to identify new inbound linking opportunities● Branded Alert Monitoring and inbound link outreach● Monitoring any positive links pointing to the site and redirecting them to the best page● Monitoring any negative links pointing to the site and disavowing them● Adding structured data to new pages and when new types of structured data become available● Basic website updates and minor tweaks● Consultation on any client-driven marketing efforts● Optimization and management of one* Google Business Profile○ Competitor Google Business Profile tracking and redressals for “cheaters”○ Updating the Google Business Profile when new options become available○ Keeping company information up to date across major directories○ Keeping active listing across 30+ of the top business directories○ Monitoring negative reviews and resolving them when possible○ Google Maps ranking tracking across 49 local coordinates for main keywords○ Review Acquisition Software & Strategy Management● Custom work per quarter○ Custom work can include, but is not limited to…■ Internal Page Creation, Expansion and Optimization■ Website Content Creation/revisions/publication■ Optimizing any client-created content for search engines■ Inbound link campaigns■ YouTube editing, management, optimization■ Website development PPC Ongoing Monthly Services ● Ongoing Optimization○ Ad copy split testing○ Targeting optimization○ Search term analysis○ Negative keyword creation○ Identification of new keywords● Conversion tracking testing● Call recording monitoring● Error analysis and resolution● Monthly check-ins● Comprehensive quarterly reports● Up to 2 hours of custom work per campaign, per quarter*○ Custom work can include, but is not limited to…■ New campaign experiments■ New landing page experiments■ Competitive analysis/Market research■ Extra reporting■ Landing page split testing■ Asset creation and split testing■ Video Ongoing Monthly Services ● All core services including:○ Video transcriptions○ Basic video optimization (title and description)○ Website structured data optimization○ Ongoing topic recommendations○ Regular feedback on your videos○ Monthly analysis and recommendations○ One-hour quarterly coaching call○ In-depth quarterly analysis and reporting ● Up to 15 Short-Form Videos● OR 1 Long-Form Video with Accompanying Blog post● Distribution to up to 3 video/social platforms |