1. Term. The term of ReachRadar’s engagement shall commence on the date of the submission of this form and terminate in accordance with section 8 below (the “Term”).
2. Services. During the Term and subject to the terms and conditions of this agreement, ReachRadar will provide the following Services. These Services include, without limitation, Google AdWords and Facebook media Services, and such other Services as mutually agreed upon by the parties.
3. Compensation. In consideration for Services, you will pay ReachRadar a non-refundable monthly fee in the amount as described in the Fees section during the Term (the “Monthly Fee”). The Monthly Fee will be paid in advance, via credit card or ACH, every 30 (thirty) days from the date of the Term’s set forth, regardless of whether such amounts are invoiced. The Monthly Fee only includes Services as reasonably requested by you. You hereby authorize ReachRadar to automatically charge you monthly for the Monthly Fee by credit card, direct ACH debit (if available), or such other payment method that we have on file for your account. This authorization shall remain in full force and effect for as long as any payment is owed to ReachRadar under this Agreement. Any additional media purchased outside of the monthly fee will incur a 15% buying fee.
4. Intellectual Property. As long as you are not in violation of this Agreement, you will own all rights, title and interest in and to all the Work Product, including, but not limited to any and all patent, trademark, copyright or other intellectual property rights associated with the Work Product. As long as you are not in violation of this Agreement, ReachRadar retains no rights to the Work Product, other than as needed to perform the Services. As long as you are not in violation of this Agreement, the Work Product made by ReachRadar for you under this Agreement shall be a “work made for hire” within the meaning of the United States copyright laws. To the extent that any portion of the Work Product is deemed by operation of law not to be a “work made for hire”, all right, title and interest thereto shall be deemed assigned and conveyed to you by Reach Rebel as long as you are not in violation of this Agreement. Notwithstanding such assignment, Reach Rebel shall at all times own its Know How. You acknowledge that Reach Rebel is in the business of providing a variety of digital marketing services and that Reach Rebel shall have the right to provide to third parties services which are the same or similar to the services provided to you, and to use or otherwise exploit any Know How in providing such services to third parties.
For purposes of this Agreement, “Work Product” shall mean the deliverables created by ReachRadar for you as specifically set forth in Services or any other written agreement, but excluding the Know How supplied by ReachRadar and incorporated therein; and “Know How” means general knowledge, methods, concepts, software, including third party utilities (such as AdWords, Facebook, Instagram and other social media networks information and account settings, setup and keywords) used in conjunction with the content management system, base technologies and other techniques supplied by ReachRadar. As between you and ReachRadar, you are and will remain the sole and exclusive owner of all right, title and interest in and to any materials, including all audio, visual, audiovisual and digital content and information, provided to ReachRadar by or on behalf of you to be included on, or delivered by or through, your website, including all intellectual property rights therein.
5. Payment and Liability. If you fail to pay any Monthly Fee when due, then ReachRadar reserves the right to suspend its services under this agreement until such Monthly Fee is paid in full. In no event shall either party be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) other than as expressly provided for in this agreement.
6. Confidentiality. ReachRadar shall not disclose any confidential information provided by you to Reach Rebel during the Term, except to the extent necessary to provide the Services or under this agreement. In addition, ReachRadar shall not use any work product developed for you under this agreement for any other client; provided, that the foregoing shall not restrict ReachRadar from displaying any final work product in its portfolio or in client presentations.
7. Indemnification. To the extent not covered by insurance, ReachRadar agrees to indemnify, defend and hold you harmless against any and all direct loss, liability, expenses and costs (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement with the approval of ReachRadar), actually and reasonably incurred by you in connection with ReachRadar negligence and tortious, misuse of copyrighted or unlicensed materials used to create marketing or advertising materials for you; provided further that the foregoing provision shall not apply to any consequential, exemplary, and/or punitive damages.
To the extent not covered by insurance, you agree to indemnify, defend and hold harmless ReachRadar against any and all direct loss, liability, expenses and costs (including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement), that are actually and reasonably incurred by ReachRadar in connection with any negligence and tortious, false or misleading information and/or any misrepresentation provided by you to ReachRadar that is used in any marketing material or advertisements relating to a product or service; provided further that the foregoing provision shall not apply to any consequential, exemplary, and/or punitive damages.
8. Termination. You agree to a 12-month minimum commitment from the date stated in the Term. After this 12-month period, either party may terminate this agreement upon at least 90 days’ prior written notice. Termination of this agreement for any reason will not terminate your obligation to pay unpaid amounts due or owing to ReachRadar under this agreement that arose prior to the effective date of termination.
9. Miscellaneous. This agreement contains the complete and entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, between the parties with respect to the subject matter hereof. The provisions of this agreement may be amended, modified and waived only with the prior written consent of the parties. The waiver by either party of a breach of any provision of this agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof. This Agreement will be governed and controlled in all respects by the laws of the State of Michigan, including interpretation, enforceability, validity, and construction, without regard to any conflict of law provisions. The parties submit to the sole and exclusive jurisdiction of the Oakland County Circuit Court and the United States Federal District Court for the Eastern District of Michigan. The parties stipulate that the venues referenced in this Agreement are convenient. This Agreement may be executed in one or more counterparts, each of which will be deemed an original agreement, but all of which will be considered one instrument and will become a binding agreement when one or more counterparts have been signed by each of the parties and delivered to the other. In the event of a dispute arising out of this Agreement, the prevailing party will be entitled to actual attorneys’ fees and costs.