This Digital Marketing Partner Agreement (“Agreement”) is made and entered into by and between, RJL Web Marketing (“PARTNER”) and Your Business (“CLIENT”).

BACKGROUND:

  1. CLIENT is of the opinion that the PARTNER has the necessary qualifications and abilities to provide services to the CLIENT.
  2. PARTNER is agreeable to providing such services to the CLIENT on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the CLIENT and the PARTNER (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

  1. The CLIENT hereby agrees to engage the PARTNER to provide the CLIENT with the following services (the “Services”):
    • Digital marketing services as laid out in the included SCOPE. These may include, but not limited to website hosting, maintenance, development, search engine optimization, online advertising (pay-per-click), citation and reputation management, or graphic design.
  2. The services may also include any other consulting that the parties may agree on.

TERMS OF AGREEMENT

  1. The terms of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in effect indefinitely until termination.
  2. This Agreement may be terminated at any time. If short notice is given, it’s the CLIENT’S responsibility to take necessary action(s), open accounts, or subscriptions to ensure the web environment(s) remains live, should CLIENT choose.
  3. Except as otherwise provided in this Agreement, the obligation of the PARTNER will end upon the termination of this Agreement.

TIME MANAGEMENT

  1. The PARTNER reserves the right to throttle services to ensure all client needs are being met or if the CLIENT exceeds the boundaries of the SCOPE at the PARTNER’S discretion.

CURRENCY

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

COMPENSATION

  1. The CLIENT agrees to provide a Credit Card in the Credit Card Authorization form provided by the PARTNER.
  2. The CLIENT agrees to allow the PARTNER to charge the CLIENT’s Credit Card for the Services at a consistent monthly interval.
  3. Compensation will take place on the first of every month which covers the upcoming month’s Services.
  4. The PARTNER will receive an automatic receipt after every monthly transaction.
  5. Refunds are never permitted.

DOWNTIME AND LOSS OF BUSINESS

  1. The PARTNER is never liable for any loss of business resulting from any of these Services, including by natural causes and cyber liabilities.

REIMBURSEMENT OF EXPENSES

  1. The PARTNER agrees to utilize the PARTNER’S tools, subscriptions, and accounts to ensure the core Services are met until the termination of this Agreement.
  2. Expenses outside of the PARTNER’S tools, subscriptions, or accounts must be approved by the CLIENT.
  3. The CLIENT agrees to reimburse the PARTNER for extra expenses incurred by the PARTNER in any connection with providing the Services.

 CONFIDENTIALITY

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the CLIENT, whether business or personal, which would reasonably be considered be private or proprietary to the CLIENT and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the CLIENT.
  2. The PARTNER agrees to not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the PARTNER has obtained or created, except as authorized by the CLIENT or as required by law.
  3. All written and oral information and material disclosed or provided by the CLIENT to the PARTNER under this Agreement is Confidential Information regardless of whether it was provided before and after the date of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the CLIENT. The PARTNER is granted a non-exclusive limited-use license of this Intellectual Property.
  2. Title, copyright, intellectual property rights, and distribution right of the Intellectual Property remain exclusively with the CLIENT.
  3. The PARTNER will retain ownership of all tools, subscriptions, and accounts provided by the PARTNER to perform the Services.

CAPACITY/INDEPENDENT PARTNER

  1. PARTNER’s relationship with CLIENT will be that of an independent PARTNER, and nothing in this Agreement is intended to or should be construed to create an agency, joint venture, or employment relationship.
  2. PARTNER will not be entitled under this Agreement to any of the benefits that CLIENT may make available to its employees, including but not limited to group health insurance, life insurance, profit-sharing, retirement benefits, paid vacation, holidays, or sick leave, or workers’ compensation insurance.
  3. No part of PARTNER’s compensation will be subject to withholding by CLIENT for the payment of any social security, federal, state, or any other employee payroll taxes.
  4. CLIENT may need to report amounts paid to PARTNER by filing a Form 1099-MISC with the Internal Revenue Service as required by law.

RIGHT OF SUBSTITUTION

  1. Except as otherwise provided in this Agreement, the PARTNER may, at the PARTNER’S absolute discretion, engage in third party subcontractors to perform some or all the obligations of the PARTNER under this Agreement
  2. If the PARTNER hires a sub-contractor, the PARTNER will be responsible to pay for its services, unless the service is outside of this Agreement or otherwise agreed upon by the CLIENT and PARTNER.

AUTONOMY

  1. Except as otherwise provided in this Agreement, the PARTNER will have full control over working days and times, methods, location, and decision making in relation to the provision of the Services in accordance with the Agreement. The PARTNER will work autonomously and not at the discretion of the CLIENT. However, the PARTNER will be responsive to the reasonable needs and concerns of the CLIENT within the reasonable boundaries of the SCOPE at the PARTNER’S discretion.

EQUIPMENT

  1. Except as otherwise provided in this Agreement, the PARTNER will provide at the PARTNER’S own expense, all equipment, software, tools, accounts, subscriptions, materials, and any other supplies necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

  1. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of the Services.

GOVERNING LAW

  1. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Wisconsin.

Last revised: 2022

Please direct any questions or comments to:

Rob Lucas
RJL Web Marketing, LLC
rob@rjl-marketing.com