General Terms and Conditions for Agency Services

• This Service Agreement (the “Agreement”) is entered by T&B Planning, Inc, the “Client” and DCE Clarity LLC, the “Agency”, known collectively as the “Parties.”
• Scope of Work and Deliverables. The Agency agrees to provide all services, adhere to the respective terms, and to deliver work products in the specified format and method of delivery, as outlined in the section Scope of Work of the Services Proposal (Exhibit A) and the terms and conditions of each applicable Schedule attached to this Agreement.
• Client has shared and discussed all applicable project requirements and wishes to hire the Agency to perform all the services outlined in this Agreement. Both parties agree that their relationship under this contract is that of an independent contractor providing consulting services (not creating a partnership, joint venture, employment, or any similar relationship between the Agency and the Client).
• The term of this Agreement shall commence on the date signed (“Commencement Date”) and shall continue until (1) the project described here is delivered, (2) it is terminated by either party as stated in the termination clause; or (3) in the event of an ongoing engagement, the Agreement will continue in full force and effect unless and until terminated by either party.
• Copyright infringement. The Client represents and warrants that it has the rights to use any information or content provided to the Agency for any project, campaign or work product created under this Agreement. If the Client does not have these rights, the Client will be solely responsible for Copyright Infringement disputes, and if necessary, will repay any associated damages the Agency may experience. The Agency further represents and warrants that it has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Agency's knowledge. If the Agency does not have these rights, the Agency will repay any associated damages Client may experience or will take responsibility so that Client does not experience any damages.
• Terms and Conditions for Deadlines. The Client and the Agency both agree to adhere to the dates, milestones and all applicable terms and conditions outlined in the Services Proposal (Exhibit A). Both parties agree to the following terms and conditions regarding deadlines for project content, deliverables and/or deployment: (1) General delays that result in failure to meet deadlines - Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of Agreement, power failure, fire, flood, labor disputes, riots, acts of war, terrorism, and epidemics. (2) Agency failure to meet deadlines - After 90 days of delays in delivering the work product as per the Work Schedule in this Agreement, the Client has the right to terminate this Agreement, subject to the termination clauses of this Agreement, and the Agency must surrender all work products completed up until the date of termination. In such a case, the Client will not be responsible for any additional payments. (3) Client failure to meet deadlines - Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables. During the final approval and delivery phase, if the Client fails to provide approval or comments, the Deliverables will be automatically considered approved and accepted. During the development process, if the Client fails to submit the required information, materials, and/or approvals for revisions within 30 days after the Client's submission deadline, the Agency reserves the right to impose a late fee of up to $250 for every 30 days beyond the due date to maintain the project's active status. Should there be a delay of 90 days or more in providing the necessary information, materials, and/or approvals at any stage of the work schedule, the Agency may at its discretion deem the project abandoned and terminate this Agreement. In such a case, the Client will forfeit all payments made up to that point.
• Both parties acknowledge and agree that a round of revisions is defined as the following: a single communication delivered to the Agency on behalf of the Client that (1) is submitted through the Client Revision Form; (2) contains all necessary information regarding changes to be applied to the work product (including text, images, size, fonts, colors, layout, and other graphic elements; music, animations, sequence edits, changes in placement or corrections in composition; corrections to the audio files, changes in editing, or other related edits); and (3) contains clear for the Agency to perform the work required. The Client agrees to submit all content for the revision through the appropriate channels provided by the Agency (not email, text messages or other channels), and in the correct formats. As part of a round of revisions, the Agency agrees to make ordinary changes that are based on an existing concept, which does NOT include the creation of any new work products. Any new work products are subject to additional charges and - depending on the extent of the new work produced - may require a new proposal and service agreement. In the case of development of a new work product, the Client forfeits the original deposit, which is non-refundable. The Client will be entitled to a specific number of revisions; any revision(s) beyond that will be billed at a rate of $100 per hour.
• Approvals are to be submitted in writing to the Agency in the approved format and adhering to the timeline agreed to in the Schedule of work. The Client agrees to and is solely responsible for proofreading all deliverables, and holds the Agency harmless for typos, errors, omissions, and other errors that are reasonably recognized by the Client. If approved deliverables contain errors, the Client will be charged for correcting errors after the acceptance of any Deliverable. The Agency retains all rights in and to all preliminary designs and rejected concepts, as this work does not constitute part of the finished / delivered work product and will remain the exclusive property of the Agency.
• Fees for Services and Payment Schedule. The Client agrees to pay the Agency the total cost of the services and to comply with the dates and terms outlined in the Fees and Payment Schedule section of the Services Proposal (Exhibit A). All monies paid to the Agency as deposits or as required to commence work are non-refundable.
• Billing for Additional Hours. Any additional hours beyond the agreed-upon scope of work will be billed at the hourly rate of $100. The Client will be informed in advance of the need for additional hours, and no work beyond the agreed scope will be undertaken without the Client's explicit approval.
• Payment Methods. The Client agrees to pay all fees to the Agency using: (1) Electronic transfers. The preferred payment method for all Client payments is via ACH payments. (2) Credit Card payments. Clients have the option to pay with a credit card using the Agency’s third-party payment processing vendor. The client is responsible for any processing fees incurred (up to3%).
• Third Party Software / Licenses. In addition to any other fees set forth in this Agreement, the Agency may need to purchase third-party licenses that are strictly necessary for the Agency to design and develop the Client’s work product(s). The Client shall be responsible for the payment of any monthly or recurring software subscriptions required for the provision of email marketing services. The Agency will include the cost associated with monthly subscriptions in the Client’s recurring bill as an additional item at the rate net charged by the third-party provider and Client will pay according to the payment terms outlined in the Agreement. Failure to make timely payments may result in the suspension or termination of the email marketing services at the discretion of the Agency. The Client will provide a valid credit card number to pay for software licenses and will keep the account in good standing to avoid service interruption. The Agency will not be responsible for increases in rates from third-party providers (namely, social media channels, digital advertising platforms, search engine algorithms, website plugins, email marketing software) and will not be obligated to provide any mediation or negotiation between the Client and the third-party provider. In case of changes in rates, limitations in features or other changes that directly affect the performance intended, the Agency will notify the Client immediately and do its best effort to provide an adequate solution aligned with the Agency’s consulting capabilities. The Agency shall implement necessary adjustments to ensure compliance and optimal performance. Any substantial impact on the contract's performance or pricing resulting from such changes will be discussed and mutually agreed upon by both parties. Any additional services, such as custom programming or changes in software will be billed at the hourly consulting rate of $100.
• Late payments. Invoices are due on receipt. If any portion of the payment is received by the Agency 30 days after the payment due date, the Agency will apply a late payment penalty of 3%. Any outstanding balance will consequently accrue additional interest charges and penalties. The Agency reserves the right to terminate projects and/or services contained in this Agreement after any payment is late by 90 days or more. In such cases, any unpaid work will become property of the Agency, and the Agency reserves the right to delete, resell or otherwise repurpose any unpaid materials that do not constitute the Client's intellectual property.
• Confidentiality and Proprietary Information. During this Agreement, it will be necessary for the Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Agency for the Agency to complete the work products. The Agency will not share any of this proprietary information at any time, even after the Agreement is fulfilled. The Agency also will not use any of this proprietary information for its benefit at any time, even after the Agreement is fulfilled. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Client. All proprietary information will be kept confidential unless the disclosure is required pursuant to process of law.
• Ownership Rights. All work completed by the Agency is considered as the property of the Client provided that (1) such work product is accepted in writing by the Client within 90 days of being proposed by the Agency; and (2) Client pays all fees and costs associated with creating and producing the work product(s).
• Authorization for Use of Client Marks. Client hereby grants the Agency the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a Client of the Agency and a brief scope of services provided.
• No Guarantees of Performance. The Agency recognizes that the success of consulting services relies on various factors beyond the Agency’s control. Therefore, while services like consulting, design, creative, and post-production will be completed to the Client's satisfaction with the highest level of competence, this assurance applies solely to tasks entirely dependent on us. However, for services where third-party players may influence outcomes—such as SEO ranking on search engines, guaranteed placement on media channels, or achieving 100% deliverability rates on email marketing— the Client agrees that such guarantees are unreasonable and beyond the agency's reasonable control.
• Appointment policy. The Client and Agency agree to schedule consulting sessions at least 2 days in advance. If the Client needs to reschedule a session, they must provide a minimum of 24 hours’ notice. The Agency reserves the right to charge for appointments canceled without sufficient notice and/or no-shows. Any missed appointments by the Agency will be rescheduled at the earliest mutually convenient time. Both parties commit to good faith efforts to adhere to the agreed-upon schedule, recognizing that unforeseen circumstances may require adjustments.
• Indemnification and Limitation of Liability. Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) if such is not related to the direct result of one of the Parties’ negligence or breach. The Agency and the Client shall each defend, indemnify, and hold the other harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
• Either party has the right to terminate this Agreement immediately if one of the Parties breaches this Agreement or one of the conditions set forth in this Agreement and does not amend the breach within a period of 30 days; or it will automatically be terminated when the services are completed.
• Alternative Dispute Resolution. Any dispute or difference whatsoever arising out of, or in connection with, this Agreement shall be submitted to arbitration in accordance with, and subject to the laws of Texas. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
• Neither the Agency nor the Client may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without either party's prior written approval will be null or void.
• Non-Compete and Non-Solicitation. During the term of this Agreement and for a period of 12 months after its termination, the Agency and Client mutually agree not to (1) engage in any conflicting business activities; (2) directly or indirectly solicit the Client's employees or Clients for their own benefit or for the benefit of a third party; or (3) provide similar services that directly compete with the Client's business within the Agency’s or the Client’s headquarter state.
• Entire Agreement. This Agreement, which is legal and binding between the Parties as stated above, contains the entire Agreement and understanding among the Parties to it with respect to its subject matter. Any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. If any provision of this Agreement is found to be void, then the remaining provisions will remain in force in accordance with the Parties’ intention.

Schedule | Business Consulting

• Deliverables and Revisions. The Agency will submit deliverables in the form of reports, and the Client is entitled to two rounds of revisions. Revisions requested beyond this scope may be subject to additional charges. The Client agrees to provide timely and specific feedback during the revision process to ensure the efficient completion of the consulting services.
• Limitations of service. The Client understands and agrees that the consulting services provided herein are not a substitute for professional advice from qualified professionals, including but not limited to human resources professionals, accountants, or attorneys. The Client is encouraged to seek independent advice for matters falling within the purview of these professionals. As part of the consulting services, the Agency agrees to corporate, liaise and otherwise facilitate to a reasonable degree with the Client’s third-party professional contractors or in-house team.

Schedule | Branding and Graphic Design

• Deliverable File Format The Agency will deliver files in the specified, agreed-to formats and will use best practices to transfer files to the Client, always protecting the integrity of the files, resolution, and correct dimensions. If the Agency has made any errors in file size, format or resolution, the Agency will make necessary adjustments to the file and resend to the Client at no additional charge. Except for branded templates or forms, or unless otherwise stated, the Agency retains the rights and ownership of editable or executable files, providing final, camera-ready work products that cannot be edited or otherwise modified by the Client.
• Costs associated with production, purchase and/ or licensing of images. The Agency has included in the cost of each project a large amount of commercially available images, duly licensed for promotional use by the Client. In case of incurring in additional costs related to software, stock image or photography, or alike elements at the Client’s request, the Client will be billed for any additional costs for visual stock elements.
• Design Services and Printing Services. The Client acknowledges that design services and production services are distinct and separate. Design services are not included in the production process and will be billed separately at the agreed-upon rates or as specified in a separate design services agreement.
• The Client acknowledges and agrees to the following terms regarding errors in production. (1) Any errors or omissions identified after approval shall be the sole responsibility of the Client, and the Client shall bear any costs associated with reprinting or necessary adjustments. (2) In the event of errors or omissions on the Agency's part, including design errors or failure to adhere to Client instructions, the Agency shall take responsibility for the rectification of such errors. The Agency shall reprint or make necessary adjustments at no additional cost to the Client. (3) The Agency shall select reputable and professional printers to produce printed materials. However, in the event of errors, misprints, production delays, or other quality issues caused by the printers, the Agency will work diligently to rectify the situation. The Agency's liability shall be limited to coordinating with the printers for necessary corrections or reprinting, and no further compensation or damages shall be claimed to the Agency.
• Inclusions and Limitations for the Design Services. The Logo Presentation includes 3 concepts to choose from with up to 2 Rounds of revisions of the chosen concept. If the Client requests additional logos, the Contractor will provide an additional round of 3 logos at the rate of $600.

Schedule | Website Development and Hosting

• Managed Hosting Services. The Client agrees that the website will be hosted on the Agency's secure hosting servers and that the Agency does NOT offer custom deployment or self-hosting. The Client acknowledges that the Agency offers website development and hosting as a combined managed service. The Client will be billed $200 annually for hosting services. This includes up to 7GB in server storage space. After 7GB, the Agency will increase $50 per year for every 2GB of storage space used to produce, host, or otherwise maintain the Client Website. Failure to pay the hosting fee will result in interruption of service, as the website will be taken offline. The first year of hosting applies to the first 15 months of the development project (3 months of development + 12 months after deployment). Any delays in development will still count toward the 15-month total. Prorated billing will be applied as needed. Hosting renews every year on July 1st. All website Technical Updates and Maintenance are part of the ongoing hosting service.
• Hosting Downtime. The Agency’s web hosting provider agrees to use commercially reasonable efforts to ensure maximum uptime for the Client's website. However, the Client acknowledges that occasional downtime may occur due to maintenance, system updates, unforeseen technical issues, or other factors beyond the hosting provider's control. In case of unexpected downtime, the Agency - acting as website administrator - will take every reasonable effort to bring the website, or an acceptable backup of the website, up as quickly as possible and to work diligently on behalf of the Client to resolve the downtime issue.
• Domain Names Registered by Client. If the Client wishes to register the domain to be used in the website development project or already owns a domain name, the Client agrees to the following terms: (1) Intellectual Property. The Client releases the Agency from any responsibility or claim in the procurement of the domain name. The Client is solely responsible for any possible copyright infringement, spelling, or other errors in the registration process; (2) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. Agency cannot be responsible for up-time monitoring or performance of the website if the domain name expires. If the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website. In such a case, a $150 special deployment request fee will apply: (3) Registrar Admin Panel. The Client must provide the Agency with the username and password to the admin panel for the domain registrar during the Onboarding process. The Agency will test access codes as soon as the credentials are given but the Agency will not be responsible for any maintenance or work to be performed on the Domain Admin Panel until the time of deployment. The Client is responsible for providing adequate access to the admin panel in case of any 2-step authentication processes. If the Client is unable to produce the credentials to access the admin panel or grant the Agency access to the Admin Panel for the registrar, the Agency may require that a new domain name is registered to complete deployment, and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed. If the Client does not wish to provide access to the admin panel, the Agency will provide an IP address to direct the domain name and the Client will be solely responsible for establishing the connection between the domain name and the IP address of the CMS on our servers. The Agency does not offer consulting services to redirect outside domain names and cannot assist the Client in the process; (4) Authorized Registrars. To protect the Client’s investment, the Agency reserves the right to work only with accredited registrars, and if needed, may require the Client to transfer the domain name registration to an accredited registrar before deployment. In case the registrar is unable to accommodate the transfer request, the Agency may require that a new domain name is registered to complete deployment and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed.
• Domains registered by Agency. At the Client's request, the Agency will provide the service of registering, monitoring, and renewing the Client domain(s) according to the following terms: (1) Intellectual Property. The name chosen by the Client will be considered the Client’s intellectual property and will be bound by the terms and conditions of this Agreement regarding all Client Intellectual Property; (2) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. The Agency will pay and monitor billing on behalf of the Client. The Agency will notify of the cost and bill Client for domain registration at time of registration, and for each annual renewal thereafter. Failure to meet the payment deadline for hosting renewal may result in termination of the registrar’s service Agreement for the Client's domain name and may be subject to a recovery fee at the registrar’s discretion. In case the domain is canceled, and the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website. In such a case, a $150 special deployment request fee will apply: (3) Authorized Registrar. The Agency will register the Client’s domain name(s) with a vetted Domain Registrar and will notify the Client if any changes or transfers are needed; (4) Termination / Transfer. If the Client does not wish for the Agency to manage the domain name(s), the Agency will transfer the domain name to an authorized registrar and the Client will be responsible for the maintenance, renewals, service plans and contract with the registrar, releasing the Agency from all responsibility. In such a case, the transfer of the domain name to a new registrar will require a reconnection to the website, at which time a $150 special deployment request fee will apply.
• Requirements for Deployment. The website development project with regards to the terms of this Agreement will be considered delivered when the following conditions are met in the following order: (1) All Client revisions have been submitted, implemented and approved; and (2) all fees incurred, including the balance of original scope of work plus any applicable overages and fees for additional work are paid by the Client and received by the Agency; and (3) domain name access has been tested for deployment by the Agency, or an IP address has been provided by the Client to redirect the domain name; and (4) the corresponding deployment checklist has been applied by the Agency with the corresponding report to the Client; and (5) the Client receives a link to the live website to confirm deployment. The Client will be given 24 hours to notify of any errors in images, broken links, misconfigurations to the contact forms, domain issues, or other technical issues that may result from the CMS transfer to its destination server. Any additional changes after 24 hours post-deployment is subject to a new work order and the hourly rate of $100.
• Client Access and Edits. The Agency reserves the right to serve as exclusive editor and administrator of all parts of the website. The Agency will be solely responsible for the security and integrity of the website and will take any measures necessary to ensure optimum performance within the terms of service outlined in this Agreement and/or the Agency's standard hosting services.
• Website Credit to Agency. The Client authorizes the Agency to add the following credit to the footer of the finished website “Website by DCE Clarity,” (hyperlinked to the Agency’s website - https://dceclarity.com).
• Inactive and Abandoned Projects. Projects in development that are hosted in the Agency's development server and have pending action items delayed by the Client for more than 90 days will be considered abandoned by the Client and classified as inactive by the Agency. In such cases, the Agency reserves the right to delete the CMS or, at its discretion, repurpose or use any completed work for other projects or purposes. The Client shall have no claim or rights to the completed work, or any refund of fees paid for the abandoned project, as all monies paid by the Client will be non-refundable. If the client wishes to reactivate the project, the Agency may require that any balance due be paid immediately. After any website project is considered abandoned and is deleted or sent to the Client as an unfinished work product, this Agreement will be automatically terminated.

Schedule | Search Engine Optimization (SEO)

• Reporting and Analytics. The Agency shall provide a report every 90 days detailing key SEO metrics, such as keyword rankings, organic traffic, conversion rates, and backlink profile. The reports shall be delivered on a mutually agreed-upon schedule and in a format that allows the Client to monitor progress.
• Compliance with SEO Best Practices. The Agency shall adhere to recognized SEO best practices, ethical standards, and industry guidelines in the execution of SEO services. The Client understands that adherence to best practices may evolve over time due to changes in industry standards and search engine algorithms.
• Service Limitations. The Agency will employ industry-leading techniques and best practices in providing Search Engine Optimization (SEO) services and engage in link building activities to improve the Client's website authority and visibility. The Agency shall adhere to ethical link building practices and industry guidelines. The Client shall review and approve any proposed link building strategies or partnerships. Agency will not be held responsible for making any amends In the event that (1) links are removed; (2) links are placed in websites or alike channels that are taken offline; or (3) links are removed for any reason beyond the control of the Agency or the Client. The Client acknowledges that the Agency cannot guarantee specific outcomes, rankings, or performance metrics within a predetermined time frame. The Client also understands that the Agency's efforts aim to improve the Client's search engine visibility and organic rankings, but specific rankings or traffic goals cannot be guaranteed. The Agency acknowledges that SEO results are influenced by various factors beyond both parties’ control, including search engine algorithms, competition, and market dynamics.
• Minimum Client Commitment. The Client acknowledges that SEO is an ongoing process, and it may take time to see significant results. The Client agrees to a minimum commitment period of 6 months from the effective date of this agreement, which is intended to allow sufficient time for the Agency to develop and implement effective SEO strategies.
• Termination of SEO Services. The Client shall provide written notice of termination to the Agency at least 30 days prior to the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date, and any authorized unpaid fees and expenses incurred by the Agency shall become immediately due and payable upon termination. In the event of early termination by the Client (before the completion of the minimum 6-month period), the Client (1) shall be liable for all fees and expenses incurred by the Agency up to the termination date, and (2) agrees to pay an early termination fee to the Agency, which shall be equal to 50% of one month’s retainer.

Schedule | Social Media

• During the term of this Agreement, the Client appoints Agency as Client’s exclusive consultant and Agency in connection with all social media efforts and grants exclusive access to the administration of all accounts managed by the Agency. Client will send all content requests and changes to profiles to the Agency for service and instruct authorized employees or other team members within the Client’s organization to provide content to the Agency to be published on the Client’s official pages and profiles. The Client will not have shared access to manage, edit, add administrators, or otherwise alter the content or configuration of the social media channels while they are managed by the Agency.
• Account Ownership. All social media accounts created or managed by the Agency on behalf of the Client are the property of the Client, and upon termination of this Agreement, the Agency will transfer ownership and administrative access of these accounts and assets to the Client or a designated party in a timely manner, after any outstanding balance owed is paid in full. However, any paid advertising accounts created and managed by the Agency on social media platforms under the Agency’s Ad Accounts, including associated assets (namely ad campaign accounts, pixel administration access, or custom audiences created), will remain as property of the Agency.
• Original Content. The Agency will provide original content based on the Client’s content strategy and design elements, adhering to the Client's brand guidelines, and maintaining consistency in messaging, tone, and visual representation across social media platforms. The content will be discussed periodically with Client and both parties agree to provide clear communication to fulfill the Client’s content strategy to the best of each party’s ability.
• Unless otherwise stated, the managed services for social media do not include Client’s revisions or approval and are subject to the discretion of the Agency within the scope of the consulting services. Client revisions and approval are subject to the hourly rate of $100. If the Agency is unsure about any content to be published, the Agency will contact an authorized representative for the account to receive approval. In the event the Agency is not able to contact an authorized representative for the account, the content will not be posted to protect the Client’s data. If any posts need to be revised or removed due to any content violation or according to the Client’s wishes, the post will be removed immediately at no additional charge to the Client. If any third-party social media channel finds and/or removes any content due to a violation of its Terms of Use (even if by error) or under its own discretion, the Client will be notified immediately.
• Content Submissions by Client. Any content that the Client wishes to include in the social media calendar must be submitted no later than the last day of the previous month. Any content submitted after the deadline may be subject to overage fees or additional post charges, as the monthly allowance may have already been created and scheduled. All Client content must be submitted through the Client Request form to ensure timely processing.
• Monthly allowances and overages. Every social media management plan has a set number of posts (including text, custom graphics, and video uploads). Any additional posts are subject to additional charges of $50 per additional post (to Facebook, Instagram, Twitter, LinkedIn, or Google My Business); $100 per additional custom graphics (for Facebook, Instagram, Twitter, LinkedIn or Google My Business); and $50 per additional video upload (to YouTube).
• Term and Cancellation of Social Media Services. The Client agrees to a minimum commitment period of 6 months from the effective date of this agreement. In case of termination, the Client shall provide written notice of termination to the Agency at least 30 days prior to the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date, and any authorized unpaid fees and expenses incurred by the Agency shall become immediately due and payable upon termination. The Client understands and agrees that no refunds shall be provided for any fees paid to the Agency. In the event of early termination by the Client (before the completion of the minimum 6-month period), the Client (1) shall be liable for all fees and expenses incurred by the Agency up to the termination date, and (2) agrees to pay an early termination fee to the Agency, which shall be equal to 50% of one month’s retainer.
• Legal compliance from the Agency. The Agency agrees to comply with and adhere to all applicable advertising laws and regulations, including those related to disclosures, endorsements, sponsored content, and native advertising (such as the Federal Trade Commission (FTC) guidelines on how to disclose sponsored content on social media). The Agency also agrees to comply with consumer protection laws, including those related to unfair or deceptive practices, false advertising, or misleading representations while acting as Agency for the Client. The Agency also agrees to avoid all false or defamatory statements about individuals or entities through social media. The Agency agrees to handle and process any personal data obtained through social media platforms in compliance with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and if applicable, the California Consumer Privacy Act (CCPA). The Agency shall implement appropriate technical and organizational measures to safeguard personal data from unauthorized access or disclosure.
• Inclusions and Limitations - Social Media. This setup fee is required if the Client has accounts or if we create them. The services included are Facebook, LinkedIn, Instagram, X (fka Twitter), Google Business Profile and YouTube channel. The agency will connect the profiles to our scheduling platform. The Agency will pay for software fees and reserves the right to maintain exclusive access. The Agency will schedule all content using its own software. The Creative Editorial Calendar (Holidays, Industry Dates, etc.) include dates, holidays, and observances according to the Client's industry and content strategy. Office closures, events, announcements, and other account-specific events must be notified by the Client.

Schedule | Email Marketing

• Content Creation and Approval. The Agency will create and design the email content based on the Client's specifications and brand strategy. The Client shall review and approve the email content before it is deployed. The Agency shall make reasonable efforts to accommodate any necessary revisions within an agreed-upon timeframe, and within the agreed-upon number of revisions for each campaign. Additional revisions are subject to the Agency’s hourly consulting rate of $100.
• Subscriber List and Consent. The Client shall provide the Agency with an email subscriber list that complies with applicable laws and regulations and ensures that proper consent has been obtained from the subscribers. The Agency shall handle the subscriber list in strict confidence and shall not disclose, sell, or use it for any purposes other than executing the agreed-upon email marketing services.
• Compliance with Anti-Spam Laws. The Agency will ensure compliance with all applicable anti-spam laws, including the CAN-SPAM Act and the General Data Protection Regulation (GDPR). The Agency shall include the required unsubscribe mechanism in every email sent on behalf of the Client and shall promptly honor unsubscribe requests.
• Performance Tracking and Reporting. The Agency shall provide regular performance reports to the Client, detailing the key metrics and insights of each email campaign, such as open rates, click-through rates, and list growth.

Schedule | Digital Ads (PPC)

• Client Responsibilities. The Client and Agency will collaborate to establish clear and measurable campaign objectives and agree to provide timely access to necessary account credentials, collaborate on strategy discussions, and promptly respond to requests for approvals or feedback.
• Reporting and Analytics. Key performance indicators (KPIs) will be established, and regular reports detailing the performance of the PPC campaigns will be provided to the Client monthly. Reports will include key digital advertising metrics such as ad performance, click-through rates, conversion rates, ad spending, and other relevant analytics. Reports shall be delivered on a mutually agreed-upon schedule and in a format that allows the Client to monitor campaign progress.
• Budget and Payment. The Client agrees to provide a monthly budget for PPC advertising. The Client will provide a valid credit card number to the Agency for authorized use within each ad management platform(s) as needed. Client agrees and acknowledges that the minimum monthly ad spend for Google (Google Search Ads, YouTube, PPC) is $5,000/month and the minimum monthly ad spend for social media advertising (Meta (Facebook, Instagram), Twitter, LinkedIn) is $2,500/month. The allocation of the budget to specific PPC platforms (e.g., Google Ads, Facebook Ads) and campaigns will be determined by the Agency and submitted to the Client for approval. The Agency's commission of 20% shall apply to the net media costs for all media placements made on behalf of the Client. The commission will be billed separately.
• Minimum Client Commitment. The Client acknowledges that digital ads campaign management is an ongoing process and agrees to a minimum commitment period of 3 months. This duration allows the Agency sufficient time to develop and implement effective PPC strategies.
• Termination of PPC Services. After the minimum period has been fulfilled, the Client shall provide written notice of termination to the Agency at least 30 days before the desired termination date. The Client shall be responsible for any outstanding payments due to the Agency up to the termination date. No refunds shall be provided for fees, deposits, or expenses already paid. In the event of early termination, the Client agrees to pay an early termination fee to the Agency, equal to 50% of one month’s retainer.