Please review and sign below
This Agreement (hereinafter known as “Agreement”) is by and between DJW Online Enterprises, LLC, a Utah limited liability company dba Take Point Marketing (hereinafter known as “Company”) and the undersigned client (hereinafter known as “Client”)
BACKGROUND
The Client is of the opinion that the Company has the necessary qualifications, experience, and abilities to provide services to the client. The Company is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. For the mutual benefits and obligations set forth in the Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SCOPE OF WORK
The Company will provide onboarding, account and profile setup, funnel customization, and platform technical support as part of this agreement. This agreement does not include ongoing customization or user support.
Payment will be made by Client pursuant to the payment schedule as set forth. Payment of either:
Basic Plan: $297 plus one time $500 setup fee for monthly plan, or $2970 for yearly plan with no setup fee
is due at the signing of this agreement and reoccurring each month as platform usage fee. This agreement will automatically renew each month until otherwise agreed upon by both parties. Except as otherwise provided in the Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars) using the Stripe Payment Platform.
WORKING RELATIONSHIP AGREEMENT
The Client agrees: The Client will not make any edits to work done by the Company without first discussing the changes with the Company. The Company’s set working hours are Monday – Friday 9:00 AM – 5:00 PM MST. The Client will only communicate with the Company via email outside working hours.
TERMS OF AGREEMENT
If the Client wishes to terminate this agreement prior to the Initial Term, the Client is not entitled to a refund. Other than Section 2 of this Agreement (Scope of Work), there are NO GUARANTEES of any kind. There are NO REFUNDS once payment has been made. Upon cancellation of this Agreement, the Company will compile the Client’s leads and product(s) into a CSV file as necessary and email them to the Client. The Company will also delete the Client’s automation CRM account, delete the Facebook Ads from the Client’s Business Manager, and remove the Company from all Client accounts as necessary.
CONFIDENTIALITY
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, businesses processes, client records, and information that is not generally common knowledge in the industry of the Client and where the release of the Confidential Information could reasonably be expected to cause harm to the Client. The Company agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any confidential information which the Company has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term of this Agreement and will survive indefinitely upon termination of the Agreement. All written and oral information and material disclosed or provided by the client to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided to the Company.
OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations, or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) provided by both the Client and the Company will remain the Intellectual Property of the respective party and created or provided the Intellectual Property after the Agreement has been canceled.
CAPACITY/INDEPENDENT CONTRACTOR
In providing the services under this Agreement it is expressly agreed that the Company is acting as an independent contractor and not as an employee. The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services. The Client is not required to pay or make any contributions to social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premiums, profit-sharing, pension or any other form of employee benefit for the Company. The Company is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Company under this Agreement.
INDEMNIFICATION
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of this Agreement.
TIME IS OF THE ESSENCE
Time is of the essence in the Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
MODIFICATION OF AGREEMENT
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorized representative of each Party.
ASSIGNMENT
The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement except as expressly provided in this Agreement.
ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
INUREMENT
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. This Agreement will ensure to the benefit of and by binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
The waiver by either Party of breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
VENUE
This agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the United States of America and the State of Utah. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Salt Lake City, Utah.
ACCEPTANCE
Your signature below indicates acceptance of this marketing proposal. Your initial payment per the terms above will also represent acceptance of this proposal, and entrance into a contractual agreement with dba Take Point Marketing.