Terms & Conditions
Marketing Agreement
Between “us”, TradeUp Marketing, and “you”, {client_name}
You are hiring TradeUp Marketing to perform marketing services for the total price of selected total based on your contact form.
1.0 Services Rendered
If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for to cover the additional work. We can’t guarantee that our work will be error-free, so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work.
3.0 Charges for Services Performed
Requests above and beyond our monthly budget will be considered out-of-scope and an amendment to the budget will be required. Projects that go dormant, wherein Client fails to communicate for longer than 30 days, will incur a $500 fee to resume work at the discretion of TradeUp Marketing.
4.0 Terms of Payment
The total budget: (selected amount in contact form) per month for 12 months with a one-time setup fee of $0. You agree to pay our invoices upon receipt. Every invoice after that will have 5 business day payment terms. In the event payment is not made within 5 days, Client will charge a late payment fee of 5% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Client pays for carrying overdue invoices from Client. In addition, TradeUp Marketing reserves the right to stop work until payment is received, and seize website access until balance is paid.
5.0 Cancellation and Modification of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses. A new addendum will be signed by both parties outlining the new plan.
6.0 Responsibilities of TradeUp Marketing & Client
6.1 TRADEUP MARKETING’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (If applicable).
6.2 CLIENT RESPONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them. You’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
6.3 CLIENT RESPONSIBILITY FOR ACCURACY
You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
7.0 Confidentiality
TradeUp Marketing acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by TradeUp Marketing on behalf of Client or disclosed by Client to TradeUp Marketing.
8.0 Term and Termination
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the submission of the website contact form and shall continue from 12 months of date submitted or by written cancellation with no less than 30 days’ notice by either party to the other. Client agrees to pay Agency a cancellation fee of 50% of the balance owed if the contract were to go full term.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the {client_name}, that any such materials and services, are non cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by Client to TradeUp Marketing, TradeUp Marketing shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. Client agrees to pay for all costs associated with the transfer of materials.
9.0 General Provisions
9.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of Florida.
9.2 REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
9.3 ENTIRE AGREEMENT
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
9.4 SEVERABILITY
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.