Services Agreement

"Client" agrees the term of this agreement will be for one year. The agreement will automatically renew one year from the date the agreement is signed unless a written notice of either party’s intent to the other that they will not be renewing is provided 45 days prior to the annual renewal date. Either party may terminate the agreement with 30-day written notice. In the event "Client" terminates prior to the end of the agreement term, all digital intellectual property will remain under the ownership of "Service Provider". Should the "Client" wish to transfer the ownership of the intellectual property, all monies for the remainder of the agreement (prior to final termination date) will become due and payable to "Service Provider".

In the event the "Client" would like to use "Service Provider" for services outside of the scope of services additional charges may apply. In the event "Service Provider" is asked to do hourly work outside of the scope of this agreement (Addendum A), then the following charges will apply: Hourly Fee: $75.00 per hour

"Client" agrees to provide all content required (text, articles, photos, graphics, videos, etc.) Any costs incurred in purchasing 3rd party stock photography must be paid be the "Client". The "Client" takes full responsibility for any 3rd party stock photography, audio, and video that "Client" provides to "service provider" and will hold harmless, protect, and defend "Service Provider" and its subcontractors from any claim or suit arising from the use of such elements furnished by the "Client".

"Client" agrees to give "Service Provider" access to all necessary tools, software, websites, social media, landing pages, accounts, etc. that they will need to access.

"Client" agrees to allow "Service Provider" to use "Clients" name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting "Service Provider’s" services to other companies.

"Service Provider" reserves the right to assign certain subcontractors to this project if it sees the need to do so to meet the requirements of this agreement.

"Service Provider", 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 non-public confidential information to any person whatsoever.

WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, "Service Provider" can make no guarantee on the results that may be provided as a result of our work. "Service Provider" represents that in good faith it shall make every effort to ensure that the "Client's"' digital marketing is successful, and leads are generated as a result of our work.

"Service Provider" does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the "Client’s" requirements or that the operation of the work/deliverables will be uninterrupted or error-free. "Service Provider" disclaims all implied warranties of merchantability or fitness for a particular purpose. The entire risk as to the quality and performance of the work and deliverables is with "Client". In no event, will "Service Provider" be liable to the "Client" or any third party for any damages, including any lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if "Service Provider" has been advised of the possibility of such damages.

: The "Client" does hereby expressly agree to indemnify and hold harmless "Service Provider", its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. The "Client" hereby waives all claims which, but for this waiver, it may have, or which it may hereafter acquire, against "Service Provider", its owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.

Revisions to this Agreement may only be made in writing.

"Client" may only use "Service Provider's" digital marketing services for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

"Service Provider" may terminate service under this Agreement at any time, without penalty, if the "Client" fails to comply with the terms of this Agreement. If the "Client" fails to comply with the terms of this Agreement and "Service Provider" refers the matter to an attorney, the "Client" agrees to pay reasonable attorney fees and agrees to compensate "Service Provider" for other collection costs and reasonable expenses it may occur in the course of collecting monies owed "Service Provider".

The agreement constitutes the sole agreement between "Service Provider" and "Client" - any prior written or oral agreements or understandings notwithstanding.

In connection with services provided hereunder, "Service Provider" has the right to utilize contractors, third-party companies, and vendors selected by "Service Provider" at its sole discretion (each a vendor) to complete or support the completion of the work at hand. Purchased work from vendors shall be made under such terms "Service Provider" deems in its sole discretion as acceptable (vendor terms). "Service Provider" will be responsible for all cost associated with the vendor, unless the cost is provided to the "Client", and the "Client" agrees in writing to pay said cost.

Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders, or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.

Both parties agree that an electronic, faxed, or scanned copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio without regard to such state's principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Columbus, Ohio, and all legal proceedings shall take place in Columbus, Ohio.