Terms of Service _

Purchasing organization referred to as (ADVERTISER), and Infinity Marketing Group, referred to as (AGENCY), agree as entered into this agreement on the date and time of order submission.

EMPLOYMENT OF AGENCY:

ADVERTISER hereby permits the AGENCY to render, and AGENCY agrees to render to ADVERTISER, Google Grant management services, as defined by this contract (AGREEMENT).

AGENCY’s FEES and RATES:

ADVERTISER hereby agrees to pay the fees in price and schedule as listed on the signup form completed by ADVERTISER.

1. Rates are to be set by AGENCY. 2. Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or contracts currently in place. 3. Should ADVERTISER eventually qualify for Google Grants Pro ($40k/month of grant money), an additional management fee will be added to the standard Google Grants Fee. Prices vary so please ask for current rate before Google Grants Pro has been attained for your organization. If ADVERTISER does not wish to pay the additional fee, AGENCY will continue to manage the $10k/month Google Grants (not Google Grants Pro) at the original rate.

DEFINED COMMON SCOPE OF WORK

1. The following items and common scope of work are the primary planned scope of services to be provided to ADVERTISER:

a. Google Pay Per Click Services i. The details, terms and guidelines of how these services are executed are subject to the terms of service of the Google Grants program. b. Monthly Reporting 2. Additional services requested of ADVERTISER shall be priced on a per project basis typically at an hourly or flat project rate to be set by AGENCY.

ACCEPTANCE OF AGREEMENTS:

1. 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 contracts, 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.

NON-DISCLOSURE:

1. AGENCY: From time to time ADVERTISER may provide certain confidential information to AGENCY regarding its business and clients, which are trade secrets. As to such materials, ADVERTISER shall conspicuously mark the same with the term “CONFIDENTIAL” or “TRADE SECRET” and if not disclosed in writing, the same shall be promptly reduced to writing. AGENCY agrees not to disclose such confidential information.

2. ADVERTISER: ADVERTISER agrees that during the term of this AGREEMENT plus 2 years following termination of AGREEMENT for any reason, not to disclose any proprietary information to comparable competitors of AGENCY in terms of services offered, pricing, technology and/or vendors utilized, plus strategies implemented.  ADVERTISER is not limited in working with other comparable digital advertising agencies either during or upon termination of this AGREEMENT, so long as stated proprietary knowledge is not disclosed to existing or future agency.

EXCLUSIVITY:

1. At no time is AGENCY required to be the exclusive provider of services to ADVERTISER without written agreement.

2. ADVERTISER agrees that AGENCY is the exclusive provider of Google Grants management during the duration of this contract.

INDEMNIFICATION:

1. AGENCY shall indemnify and hold ADVERTISER harmless with respect to any claims, loss, suit, liability or judgment suffered by AGENCY, including reasonable attorney’s fees and costs, based upon or related to any item prepared by AGENCY or at AGENCY’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by ADVERTISER and incorporated into any materials or advertisement prepared by AGENCY.

2. ADVERTISER agrees to indemnify and hold AGENCY harmless with respect to any claims, loss, liability, damage or judgment suffered by ADVERTISER, including reasonable attorney’s fees and court costs, which results from the use by AGENCY of any material furnished by ADVERTISER or where material created by AGENCY or at the direction of AGENCY subject to the indemnification in subsection 1 above is materially changed by ADVERTISER. Information or data obtained by AGENCY from ADVERTISER to substantiate claims made in advertising shall be deemed to be “material furnished by ADVERTISER to AGENCY”. 3. In the event of any proceeding, litigation or suit against ADVERTISER by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by AGENCY, AGENCY shall assist in the preparation of the defense of such action or proceeding and cooperate with ADVERTISER and ADVERTISER ‘s attorneys.

INDEPENDENT CONTRACTOR:

1. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between ADVERTISER and AGENCY. AGENCY is an independent contractor and not an employee of ADVERTISER 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 ADVERTISER 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 ADVERTISER 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 ADVERTISER 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.

TERMINATION OF CONTRACT:

1. ADVERTISER may initiate the process to terminate this AGREEMENT 120 days after the original launch date of ads if AGENCY is not completing its promised services. Prior to termination ADVERTISER must do the following:

Contact AGENCY 10 business days prior to desired termination date to initiate a conversation regarding termination. ADVERTISER must partake in a conference call with AGENCY to potentially terminate contract.ADVERTISER and AGENCY must both agree that AGENCY is not completing promised services in order to terminate contract. ADVERTISER agrees that the early termination option expires after 150 days of management (from official launch date of ads). 2. Upon termination of this contract by ADVERTISER, ADVERTISER shall pay AGENCY the cost of the monthly fee remaining on the same month of the contract termination process initiation. This amount is due by the end of the same month of cancellation. If the ADVERTISER is charged an additional month following approved early termination, then AGENCY will be liable for refunding the most recent charge. 3. Upon termination of this contract by AGENCY, no termination fee is due to AGENCY by ADVERTISER unless a breach of any kind of this contract has been executed by ADVERTISER. If breach by ADVERTISER occurs, ADVERTISER agrees to pay the standard termination fee as outlined in this contract. Furthermore, if AGENCY terminates this contract at any time, AGENCY is not liable for any fee due to ADVERTISER with the exception of any pro-rated refund due for management days not executed. 4. Upon denial of termination of this contact by AGENCY, early termination is not valid.  ADVERTISER then has the option of buying the contract out at one half of the contracts’ remaining balance for the entire duration remaining on the contract in order to terminate. For example, if 8 months of the contract is left, ADVERTISER may pay for 4 full months immediately to terminate contract. Furthermore, AGENCY will remove all of the associated ads immediately upon termination and receipt of early termination penalty fee. ADVERTISER agrees not to back up, copy or in any way use any ads, keywords or targeting methods associated with AGENCY’s efforts. ADVERTISER agrees that all ads and efforts are considered “Work Product” and are the sole property of AGENCY. Violation of this term will result in an immediate collection effort from AGENCY to ADVERTISER for the full reimbursement of the retail price of the full contract term of the agreement. Ads as Work Product are only available for future use by ADVERTISER if the full retail amount of the full term of the contract is paid. 5. Upon approval of termination of this contract by AGENCY, AGENCY will remove all of the associated ads. ADVERTISER agrees not to back up, copy or in any way use any ads, keywords or targeting methods associated with AGENCY’s efforts. ADVERTISER agrees that all ads and efforts are considered “Work Product” and are the sole property of AGENCY. Violation of this term will result in an immediate collection effort from AGENCY to ADVERTISER for the full reimbursement of the retail price of the full contract term of the agreement. Ads as Work Product are only available for future use by ADVERTISER if the full retail amount of the full term of the contract is paid. 6. If AGENCY spends at least $5k of the $10k budget in any month of service within the first 120 days of management (from the first day of active ads) the ADVERTISER agrees that AGENCY has demonstrated enough value to void the 120 day option of early cancellation without penalty.

REPRESENTATIONS AND WARRANTIES:

The AGENCY will make no representations, warranties, or commitments binding ADVERTISER 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. ADVERTISER 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 contract 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.

APPLICABLE LAW:

This contract shall be governed and construed in accordance with the laws of the city and State of Denver, Colorado. ADVERTISER agrees that any and all legal proceedings including court, mediation, etc, if necessary or enforced, will reside in the city of Denver, Colorado.

ENFORCEABILITY:

If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remainder of the AGREEMENT shall remain in full force and effect and shall in no way be impaired.

TERM:

1. This AGREEMENT shall continue in force until either party terminates this AGREEMENT as per the “TERMINATION” section contained herein. This contract will automatically renew for an additional term based on the original term length unless ADVERTISER declines the automatic renewal option within 30 calendar days before the end of the original term. For example, if the agreement is set to expire on February 1st, notice of cancelation is due 30 days before February 1st and not 30 days after February 1st. 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.

Purchasing organization referred to as (ADVERTISER), and Infinity Marketing Group, referred to as (AGENCY), agree as entered into this agreement on the date and time of order submission.

EMPLOYMENT OF AGENCY:

ADVERTISER hereby permits the AGENCY to render, and AGENCY agrees to render to ADVERTISER, Google Grant management services, as defined by this contract (AGREEMENT).

SERVICE DETAILS:

Platforms to be Managed:

Posts per Platform per Week: To be determined by ADVERTISER. ADVERTISER may choose any platforms offered by AGENCY equal to the amount of platforms stated in the package purchased by ADVERTISER. Length of Agreement: The length of the agreement will be equal to the purchased package term length as described in the description, title or otherwise between both parties.

ACCEPTANCE OF AGREEMENTS:

1. All potential forms of signature shall be governed by this AGREEMENT including but not limited to submittal of online order form, written signature on individual project contracts, 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 recommendation.

SCOPE OF WORK:

Scope of work for this agreement includes, but is not limited to, the following:

1. Sending connection invites, sending messages, Posting videos, text and pictures supplied by ADVERTISER on social media platforms. 2. Creation of images, videos and written text for the purpose of posting on ADVERTISER social media platforms. 3. Creation and execution of social media management strategy.

ADVERTISING RATES:

1. Media costs, setup fees, monthly rates & hourly rates are to be set by AGENCY

2. Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or contracts currently in place.

PAYMENT TERMS:

1. All advertising, setup, hourly or monthly rate fees are to be paid in advance and in full prior to launch of any campaign for any month, or any project to commence.

2. ADVERTISER hereby grants permission for AGENCY to charge ADVERTISER’s credit or debit card on file at the beginning of every month for the amount agreed to as the monthly fee under contract.

NON-DISCLOSURE:

1. AGENCY: From time to time ADVERTISER may provide certain confidential information to AGENCY regarding its business and ADVERTISERs, which are trade secrets. As to such materials, ADVERTISER shall conspicuously mark the same with the term “CONFIDENTIAL” or “TRADE SECRET” and if not disclosed in writing, the same shall be promptly reduced to writing. AGENCY agrees not to disclose such confidential information.

2. ADVERTISER: ADVERTISER agrees that during the term of this AGREEMENT plus 2 years following termination of AGREEMENT for any reason, not to disclose any proprietary information to comparable competitors of AGENCY in terms of services offered, pricing, technology and/or vendors utilized, plus strategies implemented. ADVERTISER is not limited in working with other comparable digital advertising agencies upon termination of this AGREEMENT, so long as stated proprietary knowledge is not disclosed to existing or future agency. All information considered proprietary will be marked and disclosed in writing by AGENCY in advance or within 2 business days of any discussions including said proprietary information.

TERMINATION OF CONTRACT:

1. ADVERTISER may initiate the process to terminate this AGREEMENT at any time. Prior to termination ADVERTISER must do the following:

Contact AGENCY 10 business days prior to desired termination date to initiate a conversation regarding termination. ADVERTISER must partake in a conference call with AGENCY to potentially terminate contract. 2. Upon termination of this contract by ADVERTISER, ADVERTISER shall pay AGENCY the cost of the monthly fee remaining on the same month of the contract termination process initiation. This amount is due by the end of the same month of cancellation. If the ADVERTISER is charged an additional month following approved early termination, then AGENCY will be liable for refunding the most recent charge. 3. Upon termination of this contract by AGENCY, no termination fee is due to AGENCY by ADVERTISER unless a breach of any kind of this contract has been executed by ADVERTISER. If breach by ADVERTISER occurs, ADVERTISER agrees to pay the standard termination fee as outlined in this contract. Furthermore, if AGENCY terminates this contract at any time, AGENCY is not liable for any fee due to ADVERTISER with the exception of any pro-rated refund due for management days not executed. 4. Upon acceptance of termination of this contract by AGENCY, ADVERTISER agrees to buy the contract out at one half of the contracts’ remaining balance for the entire duration remaining on the contract in order to terminate. For example, if 8 months of the contract remains, ADVERTISER must pay for 4 full months immediately to terminate contract. Furthermore, AGENCY will remove all of the associated work product including, but no limited to, ads, images, text, software settings, etc. immediately upon termination. ADVERTISER agrees not to back up, copy or in any way use any work product associated with AGENCY’s efforts. ADVERTISER agrees that all work product is the sole property of AGENCY. Violation of this term will result in an immediate collection effort from AGENCY to ADVERTISER for the full reimbursement of the retail price of the full contract term of the agreement. Work Product is only available for future use by ADVERTISER if the full retail amount of the full term of the contract is paid.

EXCLUSIVITY:

1. ADVERTISER agrees that AGENCY is the exclusive provider of selected services by ADVERTISER to ADVERTISER during the duration of this contract.

INDEMNIFICATION:

1. AGENCY shall indemnify and hold ADVERTISER harmless with respect to any claims, loss, suit, liability or judgment suffered by AGENCY, including reasonable attorney’s fees and costs, based upon or related to any item prepared by AGENCY or at AGENCY’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by ADVERTISER and incorporated into any materials or advertisement prepared by AGENCY.

2. ADVERTISER agrees to indemnify and hold AGENCY harmless with respect to any claims, loss, liability, damage or judgment suffered by ADVERTISER, including reasonable attorney’s fees and court costs, which results from the use by AGENCY of any material furnished by ADVERTISER or where material created by AGENCY or at the direction of AGENCY subject to the indemnification in subsection 1 above is materially changed by ADVERTISER. Information or data obtained by AGENCY from ADVERTISER to substantiate claims made in advertising shall be deemed to be “material furnished by ADVERTISER to AGENCY”. 3. In the event of any proceeding, litigation or suit against ADVERTISER by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by AGENCY, AGENCY shall assist in the preparation of the defense of such action or proceeding and cooperate with ADVERTISER and ADVERTISER ‘s attorneys.

INDEPENDENT CONTRACTOR:

1. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between ADVERTISER and AGENCY. AGENCY is an independent contractor and not an employee of ADVERTISER 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 ADVERTISER 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 ADVERTISER 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 ADVERTISER 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:

REPRESENTATIONS AND WARRANTIES:The AGENCY will make no representations, warranties, or commitments binding ADVERTISER 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. ADVERTISER 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 contract 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.

APPLICABLE LAW:

This contract shall be governed and construed in accordance with the laws of the city and State of Denver, Colorado. ADVERTISER agrees that any and all legal proceedings including court, mediation, etc, if necessary or enforced, will reside in the city of Denver, Colorado.

ENFORCEABILITY:

If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remainder of the AGREEMENT shall remain in full force and effect and shall in no way be impaired.

TERM:

1. This AGREEMENT shall continue in force until either party terminates this AGREEMENT as per the “TERMINATION” section contained herein. This contract will automatically renew for an additional term based on the original term length unless ADVERTISER declines the automatic renewal option within 30 calendar days before the end of the original term. For example, if the agreement is set to expire on February 1st, notice of cancellation is due 30 days before February 1st and not 30 days after February 1st. 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.

Purchasing organization referred to as (ADVERTISER), and Infinity Marketing Group, referred to as (AGENCY), agree as entered into this agreement on the date and time of the order submission.

EMPLOYMENT OF AGENCY:

ADVERTISER hereby permits the AGENCY to render, and AGENCY agrees to render to ADVERTISER, all the services customarily performed by a digital internet advertising agency within such budgets as ADVERTISER may set from time

to time advertising efforts as defined by this contract (AGREEMENT).

AGENCY’s COMMISSION:
  1. ADVERTISER understands that AGENCY is to receive a commission from vendors or media providers as payment for services performed under this AGREEMENT and not directly from ADVERTISER.
  2. ADVERTISER understands that if AGENCY does not receive commission from vendors or media providers that AGENCY may compensate itself a percentage (to be determined) of the advertising budget. This percentage will be calculated with the interest of both ADVERTISER and AGENCY in mind so as to compensate AGENCY fairly while also leaving a proper amount of budget for ADVERTISER in order to achieve the desired marketing goals.
ADVERTISING RATES:
  1. Media costs, setup fees & hourly rates are to be set by AGENCY.
  2. Rates are subject to change at any time by AGENCY, with the exclusion of existing advertising programs or contracts currently in place.
DEFINED COMMON SCOPE OF WORK:
  1. The following items and common scope of work are available services to be provided to ADVERTISER under this contract:
  2. Digital media buying:
  3. Search Engine Marketing Pay Per Click
  4. Display Ad Serving
  5. Video Ad Serving
  1. Facebook Ad Serving
  2. LinkedIn Ad Serving
  3. Digital Media Management
  4. Digital Conversion Tracking Tools
  5. Display Banner Graphic Design
  6. Video Production
  7. Monthly Reporting
  1. Additional services requested of ADVERTISER shall be priced on a per project basis typically at an hourly or flat project rate.
ACCEPTANCE OF AGREEMENTS:
  1. 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 contracts, 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 TERMS:

ADVERTISER hereby agrees to pay the fees in price and schedule as listed on the signup form completed by ADVERTISER.

  1. If full advertising budget is not spent due to online demand or inventory, 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.
  2. ADVERTISER hereby grants permission for AGENCY to charge ADVERTISER’s credit, debit card or bank account on file according to the price and schedule listed on the signup form every month for the amount agreed to as the monthly spend under contract. If the invoiced budget is a one-time charge then no monthly charge will apply.
EXPENSES:
  1. ADVERTISER 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 ADVERTISER

in advance.

  1. AGENCY shall not be obligated to reimburse ADVERTISER 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.
ADVERTISING BUDGET CONTINGENCIES:
  1. Planned Budget Excess: AGENCY is responsible for management and pacing of client budgets. ADVERTISER understands that the advertising software systems have a 10% margin of error in overspending despite particular budgets being set. ADVERTISER understands that it is ADVERTISER’s responsibility to set planned

media budgets accordingly. AGENCY shall make all reasonable efforts to achieve planned budget. In the event budgets extend beyond 10%, then the AGENCY shall be responsible for the excess amount above 10%.

  1. Planned Budget Deficiency: ADVERTISER understands that at times the advertising platforms will not offer the supply or demand (based on service) in order to fulfill planned media budgets. (Example: Google Search Engine Marketing Pay Per Click will not spend through the entire budget at times if the budget exceeds

marketplace demand). In the event of a planned budget deficiency, AGENCY shall make all reasonable attempts to maximize the full planned budget, and in the event adjustments are unsuccessful, then AGENCY is to notify ADVERTISER in a timely manner and provide recommendations or alternative solutions. Furthermore, in the event of an excess budget, the remainder will be applied forward to the next month

under contract. If there are no months left on the contract, the excess budget will be refunded minus applicable transaction charges accrued by AGENCY in the original processing of that budget payment (for example, a 2% processing charge from Visa or Mastercard, etc).

MAKE GOODS/SCHEDULING CORRECTIONS/TECHNOLOGY CONFLICTS:
  1. In the event of an error, whether human (AGENCY or vendors of AGENCY) or technology based, AGENCY shall provide ADVERTISER notification and make all reasonable efforts with ADVERTISER approval or ADVERTISER discretion to make good on planned contractual obligations.
TERMINATION OF CONTRACT:
  1. ADVERTISER may initiate the process to terminate this AGREEMENT 120 days after the original launch date of ads if AGENCY is not completing its promised services.

Prior to termination ADVERTISER must do the following:

Contact AGENCY 10 business days prior to desired termination date to initiate a conversation regarding termination. ADVERTISER must partake in a conference call with AGENCY to potentially terminate contract. ADVERTISER and AGENCY must both agree that AGENCY is not completing promised services in order to terminate contract. ADVERTISER agrees that the early termination option expires after 150 days of management (from official launch date of ads). 2. Upon termination of this contract by ADVERTISER, ADVERTISER shall pay AGENCY the cost of the monthly fee remaining on the same month of the contract termination process initiation. This amount is due by the end of the same month of cancellation. If the ADVERTISER is charged an additional month following approved early termination, then AGENCY will be liable for refunding the most recent charge. 3. Upon termination of this contract by AGENCY, no termination fee is due to AGENCY by ADVERTISER unless a breach of any kind of this contract has been executed by ADVERTISER. If breach by ADVERTISER occurs, ADVERTISER agrees to pay the standard termination fee as outlined in this contract. Furthermore, if AGENCY terminates this contract at any time, AGENCY is not liable for any fee due to ADVERTISER with the exception of any pro-rated refund due for management days not executed. 4. Upon denial of termination of this contact by AGENCY, early termination is not valid.  ADVERTISER then has the option of buying the contract out at one half of the contracts’ remaining balance for the entire duration remaining on the contract in order to terminate. For example, if 8 months of the contract is left, ADVERTISER may pay for 4 full months immediately to terminate contract. However, work by AGENCY will seize upon approved termination or contract buyout. Furthermore, AGENCY will remove all of the associated ads immediately upon termination and receipt of early termination penalty fee. ADVERTISER agrees not to back up, copy or in any way use any ads, keywords or targeting methods associated with AGENCY’s efforts. ADVERTISER agrees that all ads and efforts are considered “Work Product” and are the sole property of AGENCY. Violation of this term will result in an immediate collection effort from AGENCY to ADVERTISER for the full reimbursement of the retail price of the full contract term of the agreement. 5. Upon approval of termination of this contract by AGENCY, AGENCY will remove all the associated ads. ADVERTISER agrees not to back up, copy or in any way use any ads, keywords or targeting methods associated with AGENCY’s efforts.

EXCLUSIVITY:
  1. At no time is AGENCY required to be the exclusive provider of services to ADVERTISER without written agreement.
  2. ADVERTISER agrees that AGENCY is the exclusive provider of digital advertising management and services during the duration of this contract.
 REFUNDS:

Since all budgets are pre-loaded into our networks and advertiser platforms, no refunds can or will be issued once funds have been received and processed.

INDEMNIFICATION:
  1. AGENCY shall indemnify and hold ADVERTISER harmless with respect to any claims, loss, suit, liability or judgment suffered by AGENCY, including reasonable attorney’s fees and costs, based upon or related to any item prepared by AGENCY or at AGENCY’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by ADVERTISER and incorporated into any materials or advertisement prepared by AGENCY.
  1. ADVERTISER agrees to indemnify and hold AGENCY harmless with respect to any claims, loss, liability, damage or judgment suffered by ADVERTISER, including reasonable attorney’s fees and court costs, which results from the use by AGENCY of any material furnished by ADVERTISER or where material created by AGENCY or at the direction of AGENCY subject to the indemnification in subsection 1 above is materially changed by ADVERTISER. Information or data obtained by AGENCY from ADVERTISER to substantiate claims made in advertising shall be deemed to be “material furnished by ADVERTISER to AGENCY”. 3. In the event of any proceeding, litigation or suit against ADVERTISER by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by AGENCY, AGENCY shall assist in the preparation of the defense of such action or proceeding and cooperate with ADVERTISER and ADVERTISER ‘s attorneys.
INDEPENDENT CONTRACTOR:
  1. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between ADVERTISER and AGENCY. AGENCY is an independent contractor and not an employee of ADVERTISER 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 ADVERTISER 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 ADVERTISER 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 ADVERTISER 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:
  1. The AGENCY will make no representations, warranties, or commitments binding ADVERTISER 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. ADVERTISER 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 contract 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.

APPLICABLE LAW:

This contract shall be governed and construed in accordance with the laws of the city and State of Denver, Colorado.

ADVERTISER agrees that any and all legal proceedings, if necessary or enforced, will reside in the city of Denver, Colorado.

ENFORCEABILITY: If any provision of this AGREEMENT is held by a court of competent jurisdiction to be unenforceable, the remainder of the AGREEMENT shall remain in full force and effect and shall in no way be impaired.

TERM:
  1. 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.
  1. Purchasing organization referred to as the “Client” and Infinity Marketing Group will be known as the “Developer.” Client is engaging Developer as an independent contractor for the specific purpose of developing a website.

The Client will establish a Web server account for hosting. The Client hereby authorizes the Developer to access its account, and authorizes the Developer with “write permission” for the Client’s Web page directories. During development, Developer will use own demo server account until project has been delivered per terms of this contract. Note that some functionality may not work (i.e. automated email response functionality) until site has been transferred over to Client. Such features will still be covered under the obligations of Developer regardless of final payment and transfer of site files.

  1. Domain Registration. The Client will supply already purchased domain name(s)
  1. Text. The Client should supply final text unless otherwise specified. Failure to supply the Developer complete text and/or graphics content for all contracted web pages within six weeks of this contract signing date, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and/or graphics content within 60 days after contract signing, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website has been completed per contract specifications.
  1. Cross Browser Compatibility. The developer agrees to create a Web site viewable by the most recent versions of Firefox, Chrome, and Microsoft Internet Explorer. Although presentation may not be identical among browsers, critical elements of each page will be displayed Client acknowledges that some advanced techniques (e.g., HTML5 and video) may require a more recent browser version, different brand, or additional browser plug-in. Client is also aware that as new browser versions are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement. Mobile optimized compatibility is not included in the project (unless specifically stated in Exhibit A), however, some platforms may automatically mobile optimize the developed website as “responsive”.
  1. Graphic Creation. Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s web site. This includes creating ancillary images, animated graphics and banner advertisements. However, creation of banner advertisements are considered separate and not included in total price. If stock photos are utilized for project, client will be billed for cost on final invoice.
  1. Audio/Video. The base contract does not contemplate using audio or video players on the Client’s site. If sound and video is required, charges will be listed separately in Exhibit A.
  1. Secure Certificate. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for on-line transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.
  1. Merchant Account. If the Client’s Web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.
  1. Databases. This agreement does not include a provision for the creation of a database unless specifically listed in Exhibit A.
  1. Payment Terms / Work Flow. A minimum deposit of one third (33%) of the total amount is required to commence work. Once the first deposit is received by the Developer, basic site design concepts will be put on-line for the Client’s viewing and approval. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client’s taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via email or other electronic medium or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin, and the second third of the total amount will be paid. Clients should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, an email or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 33% balance plus any additional charges incurred will be due within five (5) business days after delivery of completion email or letter and invoice. If the five (5) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied. Developer reserves the right to remove all Web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems with timely payment are the result of poor communication. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.
  1. Maintenance Agreements. Maintenance Agreements are negotiated on an individual basis, as each client has differing needs. Developer offers a maintenance agreement in which the customer pays on an “as needed” hourly basis.
  1. Third Party or Client Page Modification. Clients may elect to independently edit or update their web pages after completion. Developer will update the web site at an hourly rate of $__75___. There is a one-hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.
  1. Additional Expenses. Client agrees to reimburse the Developer for Client-requested expenses. Examples include:
  • Special font requests
  • Unique photography request including digital stock photography
  • Client-specific software requests
  1. Copyrights and Trademarks. Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client’s web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend (indemnify) the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
  1. Limited Liability. Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, advocacy of an illegal activity, and copyright / patent / trademark infringement. Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material or use of those materials.

It is also understood that the Developer will not publish information, which may be used by another party to harm another. The Developer will also not develop a pornography or otherwise unethical web site for the Client. The Developer reserves the right to determine what is and is not unethical content.

  1. Indemnification. Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s web site. This includes Liabilities asserted against the Developer, its subcontractors, its agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s web site. This includes infringing upon on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business

  1. Ownership. Copyright of the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the Project. This ownership includes design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this Project. Developer owns all rights until final payment has been secured from client.
  1. Design Credit. Client agrees that the Developer may put a hyperlinked byline on the bottom of their index.html or main.html Web page for establishing design and development credit. Client also agrees that the Web Site created for the Client may be included in the Developer’s portfolio.
  1. Nondisclosure. The Developer, 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.
  1. Cancellation. Any notice under this Agreement shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the parties’ official business locations on file or at such other addresses as the parties may from time to time direct in writing.

Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery, (b) the date of mailing by certified mail, or (c) the day facsimile delivery is verified. Actual notice, however and from whomever received, shall always be effective.

A certified letter is required to cancel the contracted Project at the request of the Client. In the event that work is postponed or canceled at the request of the Client by certified letter, the Developer shall have the right to retain/claim full payment of the current phase of development. In the event this amount is not sufficient to cover Developer time and expenses, additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via certified letter to stop work. Final payment will be expected under the same terms as listed above.

  1. 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.
  1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Project subject matter. It supersedes all previous agreements and understandings between the parties and each party acknowledges that, in entering into this agreement, it does not do so on the basis of or in reliance upon any representations, promises, undertakings, warranties or other statements (whether written or oral) of any nature whatsoever except as expressly provided in this Agreement. Thus, this Contract and attached Exhibits constitute the sole Agreement between the Developer and the Client. The Contract becomes effective when signed by client. Submission of this contract by Developer implies lawful signature and acceptance of terms.
  1. GOVERNING LAW. This contract shall be governed by the laws of the State of Colorado except where the Federal supremacy clause requires otherwise.
  1. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of Colorado.
  1. Statute of Limitations. Parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.
  1. 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.
  1. Attorney Fees. In the event of litigation relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.
  1. Non-Waiver. Failure by one party of this Agreement to require performance of any provision(s) shall not affect that party’s right to require subsequent performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
  1. Force Majeure. The affected party is excused from performance under this contract for the duration of the Force Majeure event thereby extending the completion date. If the Force Majeure event continues past the agreed Contract completion date, the Contract may be terminated and both parties excused from their liabilities. Force Majeure events include, but not limited to, fire, explosion, strikes, riots, terrorist activity, war, acts of nature which prohibit travel, and acts of God.
  1. Partnership or Agency. The relationship between parties is not to be construed as a partnership or agency and this Contract does not create either form of relationship.
  1. Consequential Damages. Neither party to this Agreement will be held responsible for consequential (indirect) damages (e.g., loss of profit) because of any alleged failures by the other party.
  1. Signature Authority. Both parties warrant that they have read and understand the terms set forth in this agreement. Each party hereby represents and warrants that s/he is duly authorized to execute and deliver this Agreement on behalf of Other Party and that this Agreement is binding upon Other Party in accordance with its terms.