TERMS AND CONDITIONS

ACCEPTANCE OF MARKETING SERVICES AGREEMENT

This Marketing Services Agreement (the “Agreement”) is made and entered into as of {date_accepted} (the “Effective Date”). BETWEEN: SOONER MARKETING SOLUTIONS, LLC, an agency having its registered offices located at 4641 S Braden Ave Suite A Tulsa, OK 74135 (the “Agency”) AND: Company Name (the “Client”). The Agency and the Client are collectively referred to as the “Parties” and individually referred to as a “Party”.

WHEREAS, the Agency is a marketing agency that offers a wide array of services including online marketing, traditional marketing, and public relations;

WHEREAS the Client wishes to retain the services of the Agency, and the Agency is willing to perform such services in accordance with the terms set forth in this Agreement.

IN CONSIDERATION OF THE FOREGOING, the Parties agree as follows:

1. Services

A. Object: During the term of this Agreement, the Agency and the Client shall agree on the marketing services to be performed by the Agency for the benefit of the Client. The agreed-upon marketing services shall be described in the “Services” section herein (the “Services”). The description of Services may only be altered or modified by a written Change Order agreed to and signed by both Parties or written email upon confirmation receipt.

B. Exclusivity: During the term of the present Agreement, the Client agrees and guarantees that only the Agency shall have the right to perform the Services, using any marketing channel whatsoever. In the event that another business or individual approaches the Client to perform the Services or any similar marketing services, whether directly or indirectly, the Client shall immediately notify the Agency of any such approach. For the avoidance of doubt, during the term of this Agreement, the Client shall not purchase, acquire, or otherwise obtain the Services except the Agency, unless the Agency has consented to such non-exclusivity in writing.

C. Performance of the Services: The Agency shall perform Services in accordance with local industry standards and practices. The Agency shall use its commercially reasonable business and technical judgment in the management and execution of the Services. The Client shall report promptly to the Agency all significant matters and information that may, to his knowledge, be required for the Services to be carried out by the Agency. Further, the Client shall report any information to the Agency that may affect either Party’s business operations or the execution of the Services or result in a violation of laws of the Client industry or Agency policies, or in which a potential conflict of interest between the Client and the Agency may arise.

2. Compensation

A. Payment Information: Prior to the execution of this Agreement, the Client agrees to submit all relevant payment information to the Agency. The Client’s payment information may refer to its credit card, banking information, or other valid forms of payment acceptable to the Agency (each referred to as a “Payment”). The Client shall be responsible for ensuring its Payment information is valid, current, and accurate. The Client shall update its Payment information held with the Agency on an as-needed basis during the term of this Agreement. The Agency may suspend or refuse to perform Services without liability of any nature if the Client’s Payment is invalid, blocked, or otherwise unacceptable.

B. Payment of Invoices: The Agency shall invoice the Client for all Services performed and costs. The Client shall have seven (7) calendar days following its receipt of the Agency’s invoice (the “Deadline”) to pay such invoice in full. If the Client has not submitted such payment in full by such Deadline, Client hereby authorizes the Agency to process the Client’s Credit Card or Bank ACH Information to satisfy any such unpaid invoices. The Client agrees to not interfere with, chargeback, or stop payment on any such debit or Credit Card process; in the event, Client fails to comply with such non-interference obligation, the Agency shall be entitled to liquidated damages of all incurred fees or charges in addition to the interest rates set forth below.

C. Payment Terms

The payment terms applicable to the Client shall be the following:

- 100% upon the Client’s receipt of the Agency’s invoice.

- Refer to the Services Page of the Agreement

If the applicable payment terms require monthly payments by the Client, the Client shall complete and sign the Credit Card and Payment ACH form.

D. No Refunds: The Client acknowledges that payments made to the Agency are final and shall not be refunded to the Client, except if the Agency authorizes such a refund. Further, payments made by the Client to the Agency shall not entitle the Client to any alternate Services or any type of exchange. We do not guarantee the results of any advertising (I.e. Google Adwords, Facebook Ads, Instagram Ads, etc and we are not able to refund any advertising costs or 3rd part costs.

E. Taxes and Insurance: The Agency shall have no liability for any sales, use, services, personal property, consumption or other tax, duties, tariffs, or other charges and assessments imposed or levied by any government on the Client based upon the delivery, possession, sale, or use of the Services.

F. Interest: Invoices that are more than 30 days past due are subject to a late charge of $50 (fifty) dollars. Late charges shall be calculated using the U.S. method, therefore interest will not be compounded on the past due to balance. If the Client’s account is past due and the Agency has notified the Client in writing of the past due to balance, the Agency may, without advance notice, immediately cease providing all further Services without any liability to the Client for interruption of pending work or otherwise.

G. Expenses Incurred: The Client shall reimburse the Agency for all reasonable expenses incurred by the Agency while performing the Services on behalf of the Client.

H. Purchase of Source Files: The Client may request to purchase “raw” or “source” files from the Agency. If such a request is granted by the Agency, the Agency may charge (5) five times the rate of the final production rate.

3. Confidentiality: “Confidential Information” means any information which: (a) is identified or being treated as confidential by the Agency; (b) would be considered confidential by a person exercising reasonable business judgment; (c) this Agreement; and (d) includes, but is not limited to, trade secrets, non-public business information, marketing plans, materials, products, costs, customer lists, and future plans. The Client may not use the Agency’s Confidential Information for any purpose other than to exercise or perform his obligations under this Agreement. Any disclosure of the Agency’s Confidential Information by the Client in violation of this Agreement may cause the Agency irreparable harm and for which the Agency may seek damages. Further, any breach or threatened breach by the Client shall entitle the Agency to seek injunctive relief, in addition to any other legal or equitable remedies available at law.

4. Rights and License to Use

A. Assignment: The Client understands that to perform the Services, the Agency may need to perform acts such as purchasing ads from Google, Facebook, or from another entity on the Client’s behalf. The Client, therefore, agrees to promptly make full written disclosure to the Agency of any pertinent information and to deliver and assign to the Agency all rights to act on its behalf to perform the Services.

B. Acknowledgement of Intellectual Property Rights: The Client, agrees that all intellectual property, i.e., design work, and copy concepts, source files, including layouts, digital files, and hard copies, video and audio “samplers,” photography, illustration, or three-dimensional mockups, presented by the Agency, shall remain the exclusive property of the Agency unless specifically contracted “ownership” or “full licensing” for purchase or use by the Client. At the time such purchase or use is agreed to, specific transfer of ownership shall be arranged specific terms, i.e. location, duration, etc., for use shall be agreed upon in writing via email, invoice, or contract, and the cost of said materials and related services agreed to. All intellectual property to which the Agency has retained ownership presented to the Client shall be returned to the Agency upon demand therefor. Unauthorized use of all such aforementioned Agency intellectual property shall constitute a violation of the Agency’s copyright, and violators shall be prosecuted to the full extent of the law.

C. License to Use: The Agency grants Client a perpetual license to use the final production assets (i.e. videos, photos, graphics) for Client’s promotion (“Use License”), including but not limited to use on Client’s website and social media, printing copies of the images for physical portfolios and/or decor, and use for Client’s self-promotion and advertising.

5. Term and Termination

A. Term: This Agreement shall begin on the Effective Date and shall remain in full force and effect for the duration of the Services outlined (the “Term”), unless terminated in accordance with the terms of this section. After the Term, the Parties may renew this Agreement in writing.

B. Termination: The Agency may terminate this Agreement upon giving the Client fifteen (15) days prior written notice pursuant to the terms of this Agreement. The Agency may terminate this Agreement immediately and without prior notice, if the Client is in breach of any material provision of this Agreement and reasonably incapable of being cured as set forth below. The Client may terminate this Agreement by giving the Agency thirty (30) days prior written notice. This notice shall be delivered by the Client to the Agency by way of registered mail or email, with confirmation of receipt option. Either Party may terminate this Agreement upon written notice in the event the other Party fails to cure a material breach of its obligations hereunder within thirty (30) days of receipt of the non-breaching Party’s written notice thereof. In the event of such termination; the Agency will fulfill Services through the remainder of the billing period following the cancellation period and provide the Client with a final invoice of Services rendered, uncompensated expenses, and then any fees incurred. If the Client Services and Term extend longer than 30 days and are not project-based or month to month Services; The Client shall pay the Agency 50% of the total remaining Term value of the contract and then uncompensated Services rendered and Services prepared prior to the Agency’s receipt of the termination notice.

C. Effect of Termination: Upon termination of this Agreement, the provisions relating to confidentiality, payment, liability, and indemnification shall survive such termination and remain in effect.

D. Project Kill Fee: If the Client decides to cancel a project-based service before the Agency is able to complete the scope of the project (i.e. website designs, videography, graphic designs) within a reasonable industry standards time, the Client shall pay to the Agency, in addition to any retainer and expenses already incurred through the date of such cancellation or delay, a kill fee equal to a pro-rata portion of the project amount. The pro-rata percentage will be 50% of the remaining balance of the project. The Client agrees such Kill Fees are reasonable and necessary liquidated damages and do not constitute an inequitable or unfair penalty.

E. Change Orders & Service Modifications: The Agency and Client may agree on other services to be performed, provided or exchanged upon written request and approval by either party via email, text message, Service Order Agreement, or Change Order Agreement.

6. Independent Contractor Relationship: The Agency shall perform the Services as an independent contractor to the Client. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, and master-servant or employee-employer relationship.

7. Event Marketing: The Client may request that the Agency attend trade shows, conferences, or other events (individually, an “Event”) on behalf of the Client. The Agency shall then be authorized to act on the Client’s behalf and to bind the Client. More specifically, the Client grants the Agency permission to hire contractors, train the Client’s staff and execute other related tasks on its behalf. The Agency shall use its discretion and shall render all reasonable and necessary decisions involving the Client. All expenses incurred by the Agency for purposes of an Event shall be promptly reimbursed by the Client. The Client also agrees to pay all travel and accommodation expenses for the Agency. The Client agrees that the Client shall have no claims of any nature whatsoever against the Agency or its contractors for any action or inaction involving an Event or related, directly or indirectly, to this Section of this Agreement.

8. Filming and Videography: The Agency offers videography services, which involve filming the Client, its employees, products, or other matters related thereto for promotional purposes (the “Videography”). Videography may include setting up props, hiring actors and actresses, voice-overs, and script-writing. Such Videography shall be performed by the Agency at the Client’s request. The terms of the present section 8 shall be applicable to all Videography Services.

A. Costs and Invoicing: The Client shall be responsible for paying all costs related to the Videography. Such costs may be invoiced in advance to the Client by the Agency or the Client may reimburse the Agency for all costs incurred as a result of the Videography Services performed. The terms of section 2 related to compensation and payment terms shall apply.

B. Consent to Videography: The Client acknowledges and agrees that the Agency is authorized to film the Client’s employees, offices, facilities, directors, products, services, equipment, and other images for the purposes of Videography, and the Agency shall not require any further consent from the Client. The Client further acknowledges that it possesses all required legal rights and powers to provide consent on behalf of its employees and to bind its Agency, directors, and employees. The Agency shall be granted the right to use the Client’s images, employees, name, and likeness to perform the Videography Services under this Agreement. The Agency shall be authorized to perform the Videography Services in any way it deems fit and at its discretion. The Client further confirms that the Videography Services contemplated herein do not, directly or indirectly (with or without notice or lapse of time) violate, contravene or breach, or constitute a default under, the Client’s internal policies or any resolution adopted by the board of directors or the shareholders of the Client. The Client shall indemnify and hold harmless the Agency from and against all losses, damages, liabilities, costs, and expenses, arising directly or indirectly from or in connection with any claims, actions, proceedings, investigations or suits brought by a third party, arising out of the Agency performing the Videography Services on behalf on the Client.

9. Indemnification: The Client agrees to indemnify and hold harmless the Agency and its affiliates, directors, officers, and employees from and against all losses, damages, liabilities, costs, and expenses in connection with any claims, actions, proceedings, investigations, or suits brought by a third party, arising out of (i) any negligent, reckless or intentional wrongful act of the Client or his agents, and/or (ii) the execution or nonperformance by the Client of his obligations under this Agreement.

10. Non-Solicitation: During the term of this Agreement and for a period of two (2) years from the termination thereof, the Client shall not, directly or indirectly, (A) induce or attempt to induce any employee of the Agency to leave the employment of the Agency, (B) in any way interfere with the relationship between the Agency and any of its employees, or (C) induce or attempt to induce any customer, prospective customer, past customer, or business relation of the Agency to cease to do business with the Agency, or in any way interfere with the relationship between the Agency and any customer, prospective customer, past customer, or business relation of the Agency.

11. Warranty: The Agency shall perform the Services to the best of its ability and in accordance with reasonable business standards, however the Agency does not warrant or guarantee that the Services performed pursuant to this Agreement will produce any particular result with respect to the Client’s needs.

12. Limitation of Liability: IN NO EVENT SHALL THE AGENCY BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY.

13. General Provisions

A. Subcontractors: The Client agrees that the Agency shall be authorized to use the services of subcontractors or agents to perform the Services and obligations described herein.

B. Governing Law: This Agreement shall be governed by and interpreted and construed in accordance with the laws presently in force in the State of Oklahoma without regard to its conflicts of law principles, and the applicable federal laws.

C. Jurisdiction: In the event of any dispute arising out of or relating to this Agreement, the Parties shall use reasonable efforts to settle the dispute by reasonable negotiations. If the dispute is not settled promptly through negotiation, the Parties agree to submit the dispute to the jurisdiction of the competent courts in Tulsa County, State of Oklahoma.

D. Severability: Any provision of this Agreement which is or becomes invalid or unenforceable shall be severed and shall not affect or impair the remaining provisions hereof.

E. Jurisdiction: In the event of any dispute arising out of or relating to this Agreement, the Parties shall use reasonable efforts to settle the dispute by reasonable negotiations. If the dispute is not settled promptly through negotiation, the Parties agree to submit the dispute to the jurisdiction of the competent courts in Tulsa County, State of Oklahoma.

F. Notice of Changes to Terms: The Agency reserves the right to update these terms at anytime. If the Client does not terminate this Agreement pursuant to Section (5) five after receipt of notice, Client’s continued use of services shall be deemed to be the Client’s acceptance of revised or amended terms and conditions.