MEDIAMAGIC DIGITAL MARKETING SERVICES AGREEMENT TERMS AND CONDITIONS
Updated 21 December 2021
This agreement between you “Client,” with an address of record in your invoice and purchase form and email receipt from our e-commerce store.
and MediaMagic LLC “MediaMagic,” located at 1951 NW 7th Avenue, Miami, FL 33136-1128 on this date 21 December 2021 (or the date and timestamp of the time you “Client” have accepted our Ts and Cs in this website during your checkout process) to act as an independent contractor for services project to provide the professional services outlined in the “Developer or Digital Marketeer Responsibilities and Scope” in the Service Plan you “Client” have purchased via our website https://teammediamagic.com
WHEREAS, MediaMagic is an independent contractor hired to provide outsourced Digital Marketing and Digital Transformation services.
Client agrees that the price will be that which the Client has paid during our Checkout process at https://teammediamagic.om for services. MediaMagic has the right to terminate the agreement with a three-day notice in the event the services are not paid by the client. Services for this agreement are paid monthly in advance and you authorize MediaMagic to automatically charge your credit card or account via wire transfer, ACH, Paypal, Venmo, credit cards, Stripe or other payment gateway or payment methods.
All Facebook, Instagram, LinkedIn, and/or Google Ads Ad Spend is paid directly to those 3rd parties by Client. MediaMagic never collects monies for Social Media or Google Ads Ad Spend.
3. Term of Agreement
Client agrees the term of this agreement will be for a minimum of 90 days. The agreement will automatically renew every 3 months, monthly 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 2 weeks prior to the 90-day renewal date.
Either party may terminate the agreement with 2 week written notice. In the event the Client exercises this 15-day out clause prior to the end of the initial 90 days, all digital intellectual property will remain under the ownership of MediaMagic for Digital Marketing. 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 (per section 1 of this agreement). For web design and development services, MediaMagic will transfer all intellectual property that client has paid for in full as of time of cancellation. For example, after Month 1, client cancels, and MediaMagic has already designed and delivered all needed website redesign and development deliverables, then client will own all of said intellectual property. For digital photography and videography, MediaMagic will transfer all images and videos as long as Client is current on payments. Client agrees to give required access to MediaMagic to complete its work. MediaMagic will use best efforts to work to finish providing services for the final 15 days.
Client agrees to provide all content required (text, articles, photos, graphics, videos, CRM access, website access, Facebook, Instagram, Linkedin, Google Ads, Google Analytics, accounts access, etc.) for the support of MediaMagic’s efforts.
5. Additional Tools/Software & Cost
MediaMagic may require certain tool/software/services to support our efforts. Client agrees to be responsible for all costs one time or monthly for such tools/software. MediaMagic agrees that it will not purchase or subscribe to such software without pre-approval from the Client. MediaMagic will bundle this fee into the monthly price at this time for Client (exceptions do apply. Calendaring, CRM, email, WordPress plugins that are fee based, or other productivity tools already needed by clients).
6. Managing Clients Internal Resources
Client agrees that MediaMagic will have the lead and be fully in charge of establishing the Client’s Facebook digital strategy, managing day to day work/task, working with and, if necessary, managing any of the current internal digital marketing resources (employees, contractors, etc.).
Clients agrees that all digital resources will take direction from MediaMagic on an as needed basis to implement the pilot program effectively. Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by MediaMagic and the executive committee of the client
7. Additional Services and Fees if Needed
In the event the Client would like to use MediaMagic for services outside of this scope of services additional charges may apply. This will only be authorized in writing between Client and MediaMagic prior to any additional services being performed. We are a Full Services Agency with a complete service portfolio. These services may include but are not be limited to the following:
|MEDIAMAGIC SERVICE LINE ITEM||UNIT CLIENT PRICE|
|Web Front End Developer (JS + Bootstrap4, WordPress, PhP)||$54/hr|
|Back End Developer||$54/hr|
|Mobile Application Development||$54/hr|
|UI / UX Web & Mobile App Design||$54/hr|
|Brand & Graphic Design, Brandbooks, Guidelines, Copywriting, content||$54/hr|
|DevOps – Environment Test and Release||$54/hr|
|Project Executive – Partner / DirectorOversight or Fractional CMO (PR, content, strategy, Demand GEN, GTM, Marketing Operations)||$135/hr|
|Small Business Website Design and Development Services – Basic Plan||$900/mo|
|Small Business Website Design and Development Services – Standard Plan||$1,200/mo|
|Small Business Website Design and Development Services – Premium Plan||$1,600/mo|
|Digital Videography Services – Basic Plan||$1,000 OTC|
|Digital Videography Services – Standard Plan||$1,800 OTC|
|Digital Videography Services – Premium Plan||$2,500 OTC|
|Digital Photography Services – Basic Plan||$750 OTC|
|Digital Photography Services – Standard Plan||$1,000 OTC|
|Digital Photography Services – Premium Plan||$1,900 OTC|
|Social Media Advertising Services – Basic Plan||$800/mo|
|Social Media Advertising Services – Standard Plan||$1,200/mo|
|Social Media Advertising Services – Premium Plan||$1,600/mo|
|SMS Marketing Campaign and Automation – Basic Plan||$600/mo|
|SMS Marketing Campaign and Automation – Standard Plan||$800/mo|
|SMS Marketing Campaign and Automation – Premium Plan||$1,200/mo|
|Email Marketing Campaign and Automation – Basic Plan||$600/mo|
|Email Marketing Campaign and Automation – Standard Plan||$800/mo|
|Email Marketing Campaign and Automation – Premium Plan||$1,200/mo|
|SEO Services – Basic Plan||$500/mo|
Client agrees to give MediaMagic access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. MediaMagic will use best efforts to secure and protect all passcodes. Only authorized representatives of MediaMagic will be allowed to access passcodes and only on an as needed basis
9. Copyrights and Trademarks
The Client represents (informs) to MediaMagic and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to MediaMagic for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend MediaMagic from any claim or suit arising from the use of such elements furnished by the Client.
10. Ownership of Deliverables
MediaMagic or its partners retain the intellectual rights to all items previously owned by MediaMagic/partner. Client retains the rights to all deliverables that are not marked as MediaMagic property. Client deliverables identified in Section 1 scope and Section 2 Milestones and Pricing above shall be owned by Client as Type II Deliverable Materials, with a one time license to MediaMagic to reuse in aggregate and anonymously for other client projects. Items that are not specifically transferred to the Client will remain the property of their respective owners. MediaMagic may choose to give the Client a one-time lifetime license for use of any of its intellectual property.
11. Work Credit
Client agrees to allow MediaMagic to use client’s name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting MediaMagic’s services to other companies.
12. Assignment of Project
MediaMagic reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
MediaMagic, 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. Likewise, the Client agrees that it will not convey any non- public confidential information obtained about the MediaMagic to another party.
14. Performance Liability
WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, MediaMagic can make no guarantee on the results that may be provided as a result of our work. MediaMagic represents that in good faith it shall make every effort to ensure that the clients digital marketing is successful and leads are generated as a result of our work.
MediaMagic 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. The entire risk as to the quality and performance of the work and deliverables is with Client.
In no event, will MediaMagic 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 MediaMagic has been advised of the possibility of such damages.
The client does hereby expressly agree to indemnify and hold harmless MediaMagic, LLC, 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 any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against MediaMagic, LLC, 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.
16. Agreement Revisions
Revisions to this Agreement will be considered agreed to by MediaMagic and Client when requested changes have been signed by both parties.
17. Lawful Purpose
Client may only use MediaMagic’s design 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.
18. Termination and Arbitration
MediaMagic may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Washington, D.C., and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
19. Entire Understanding
The agreement constitutes the sole agreement between MediaMagic and Client regarding the use of services. It becomes effective only when signed by both parties.
20. MediaMagic Vendors
In connection with Services provided hereunder, MediaMagic has the right to utilize contractors, third-party companies, and vendors selected by MediaMagic 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 MediaMagic deems in its sole discretion as acceptable (Vendor Terms). MediaMagic 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.
21. Force Majeure
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.
22. MediMagic Website Checkout process, HelloSign, DocuSign, or Scanned Copy of Signature
Both parties agree that a MediaMagic website checkout process copy, a DocuSigned, HelloSigned, or signed and scanned copy of the signed document by either or both parties shall be considered acceptable, legal, and legally binding.
23. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to such state’s principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Miami-Dade County, FLORIDA.
24. ELECTRONIC SIGNATURES
By checking the “I accept” box electronically and executing this agreement, you agree to be bound by all of the above terms and conditions.