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Digital Marketing Services Agreement

Effective January 1, 2023

This Agreement (“Agreement”) is made between End Two End, LLC (doing business as Sage Island) a North Carolina corporation with its primary place of business at 2002 Eastwood Rd Suite 306, Wilmington North Carolina 28403 (“Company”) and Company Name Here (“Client”). Described herein includes the terms and conditions upon which Company, and/or its subsidiaries and affiliates, will provide to Client, website hosting services.

  1. Company agrees to provide to Client the services described herein as “Digital Marketing Services” for the purpose of enhancing the presence of the Client’s brand on the Internet via search engine marketing, search engine optimization and/or social media marketing services. Examples of digital media networks include, but are not limited to Google, Yahoo, Bing, Meta (Facebook, Instagram), Twitter, Youtube, TikTok, LinkedIn, blog services, other networks requested by Client, additional future networks added in the regular course of doing business, and any other networks described in the Client’s most recent Marketing Proposal. Digital Marketing Services does not include website design, hosting services, graphic design services, or copy writing services.
  2. Client agrees that the initial and minimum term of this Agreement shall be 90 days, and this agreement shall thereafter remain in effect for successive automatically renewing 90 day terms, until terminated as provided herein. In the event Client cancels service, Client will be required to pay any additional month(s) of service left on the contract with a 30-day written notice of cancellation. A minimum of one additional monthly payment is required.
  3. Client agrees to pay all invoices for the Digital Marketing Services in full within 30 days after date of invoice. Company shall be entitled to withhold performance and discontinue all services until all amounts due are paid in full. If payment is returned to Sage Island unpaid, Client is immediately in default and subject to a returned check charge of $50.00. Accounts in default are subject to service interruption without notice. Accounts in default are subject to an interest charge at the current maximum rate permitted by law, on the outstanding balance. The Client agrees to pay the Company its reasonable expenses, including reasonable attorney and collection agency fees, incurred in enforcing its rights under this Agreement.
  4. Client grants to Company access and authorization to Client’s website, digital accounts, and social media accounts as required by the Company to perform the Digital Marketing Services. Client authorizes the Company to assume the identity of Client in posting content thereto. Client may provide text, video, visual, and other materials to be included in digital promotions and posts including but not limited to website updates, online citations, blogs, social posts, and pay per click advertising. All such materials and content provided to Company by Client will remain the property of Client, and Client hereby authorizes and grants the Company the right and license to use such materials and content. All remaining rights, title, and interest in and to Digital Marketing Content, all all updates, changes, and derivatives thereof developed by the Company, including design, content, all works of authorship, all reports, data or materials, methods of work, trade secrets, all computer software, object code and source code, computer files, electronic files, and all related documentation generated by Company in developing or maintaining the Digital Marketing Content, and all other intellectual property rights attributable to or incorporated therein (collectively “Company Work”), will be and remain the property of the Company. Company hereby grants to the Client a perpetual, royalty-free, non-exclusive right and license to the Company Works, including the right to modify the same and a non-exclusive right and license to the third party software incorporated into the Digital Marketing Content, only to the extent authorized by an don terms contained in such third party software licenses, all as are necessary or appropriate to utilize the Digital Marketing Content.
  5. The Digital Marketing Content may display a notice, which may be in the form of a hyperlink to Company’s home page or other page of the Company’s website, which may give notice that the Social Media Content was designed by Company. Company may use Client’s name, and display examples of the Social Media Content, for the purposes of marketing and promoting Company’s services to others and to illustrate instruction, including, but not limited to, presentations, lectures, webinars, and published material in any medium.
  6. Client warrants that: (1) it will use the Services, and the Digital Marketing Content and any website of the Client to which any of the Digital Marketing Content may hyperlink or make reference, in a manner consistent with any and all applicable laws and regulations; (2) it owns or has sufficient rights to use and to authorize Company to use the Client Work incorporated or to be incorporated in the Digital Marketing Content; (3) to the best of its knowledge the Client Work does not infringe the intellectual property rights of any third party; and (4) it will comply with the terms of any third party software licenses. Client agrees to indemnify and hold Company harmless from any and all third party claims, damages, losses and liability, including reasonable attorneys’ fees and expenses, arising from or relating to Client’s use of the Digital Marketing Services and also any Excluded Services requested by the Client, and any products or services offered by means of any website of the Client to which any of the Digital Marketing Content may hyperlink or make reference, and/or any breach by Client of the terms of this Agreement or the Client’s warranties contained in this Agreement.
  7. Company warrants that: (1) the Digital Marketing Services will be performed in workmanlike manner; and (2) to the best of its knowledge, the Company Work does not infringe the intellectual property rights of any third party. Company agrees to indemnify and hold Client harmless from any and all third party claims, damages, losses and liability, including reasonable attorneys’ fees and expenses, arising from or relating to any breach by Company of the terms and conditions of, including the Company’s warranties contained in, this Agreement.
  8. Company makes no other representations or warranties of any kind, express or implied, by operation of law or otherwise, including without limitation warranties of merchant ability or fitness for a particular purpose or any warranties
  9. In no event will Company be liable for any special, indirect, incidental, consequential or exemplary damages or lost profits arising out of the services or any products provided under this agreement, whether or not caused by events under or beyond Company’s reasonable control, even if Company has been advised of the possibility of such damages. This includes the Client’s website failing ADA compliance. Company’s liability to Client for actual damages for any cause whatsoever, regardless of the form of action, will be strictly limited to a maximum 50% of the fees paid to the Company by the Client in the 12 month period immediately preceding the event giving rise to the cause of action.
  10. Company is not responsible for damage or loss to the Client’s data. This service is provided on an “as is, as available” basis. Sage Island gives no warranty, expressed or implied, for the Web Hosting Service provided, including, without limitation, warranty of the viability of Internet services for an particular purpose. This denial of warranty expressly includes any reimbursement for losses of income due to disruption of services or loss of data by Sage Island or its providers. The Client agrees to hold Sage Island harmless from any claim, including attorney fees, resulting from Client’s or third party’s use of email services, loss of email, online, or website data. Notwithstanding the above, Client’s remedy for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, will be strictly limited to a maximum 50% of the fees paid to the Company by the Client in the 12 month period immediately preceding the event giving rise to the cause of action.
  11. Company is not responsible for any delays resulting from fire, strike, slowdown or labor interruption, civil commotion, war, embargo, delay or failure of suppliers, contractors or common carriers, breakdown of equipment of power failure, explosion, accident, governmental act or regulation, natural disaster or other Act of God, or other cause beyond the reasonable control of Company, and any such delay will not be considered a breach of this Agreement.
  12. Either party may terminate this Agreement for material breach by the other party by giving 30 days prior written notice specifying the breach; provided, however, that the Agreement will not be terminated if the specified breach is cured within the notice period. Otherwise, this Agreement will continue in full force and effect unless terminated by either party upon no less than 60 days prior written notice to the other party. All disclaimers, representations, warranties and exclusions, indemnifications and choice of law provisions and all accrued and unpaid fees will survive the termination of this Agreement.
  13. Neither party may assign this Agreement or any rights or duties hereunder without the other party’s consent, which will not be unreasonably withheld or delayed, except pursuant to: a) the sale of all or substantially all of the assets of the party; or b) any merger, or other business combination by which the party is acquired by or acquires another entity with the result that the party is not the surviving entity of the merger or other business combination; provided however that in the event of sale of all or substantially all of the assets of a party or such business combination, the acquiring or surviving entity shall likewise be prohibited from further assignment as provided in this paragraph.
  14. During the term of this Agreement, Company is an independent contractor providing the Services to Client, and this Agreement does not create any agency, joint venture or partnership between Company and Client. Under no circumstances will either party be deemed an agent of the other party for any purpose whatsoever.
  15. This Agreement will be governed by and construed in accordance with the substantive laws of the State of North Carolina and the United States.
  16. Any illegality or unenforceability of any one provision of this Agreement will not affect the validity or enforceability of any other provision hereof.
  17. This Agreement is the complete understanding between Company and Client with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to such subject matter. No amendment or waiver of any provision of this Agreement will be valid unless in writing and signed by all parties affected by the amendment or waiver. The failure of either party to require performance by the other party of any provision of this Agreement will in no way affect the right of that party to require the future performance of that provision. Any waiver by either party of a breach of any provision of this Agreement by the other party will not be construed as a waiver of the continuing or future breach of that provision or a waiver of any rights under this Agreement.
  18. This Agreement is the complete understanding between Company and Client with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties with respect to such subject matter. This agreement and future updates to this agreement will be communicated via email and can be reviewed at any time on our website at sageisland.com/serviceagreements/. This Agreement will be governed by and construed in accordance with the substantive laws of the State of North Carolina and the United States. The Client agrees that the terms of this agreement and all future revisions will go into effect 30 days following communication and payment of invoice constitutes a binding agreement. The Company reserves the right to change, with 30 days prior notice to the Client, terms and conditions in this service agreement.