1. Definitions & Parties
This Marketing Services Agreement (“Agreement”) is entered into as of the Effective Date by and between Black Stones Inc. (“Agency”) and the client (“Client”).
2. Scope of Services
- Agency will provide marketing services as detailed in the attached Scope of Work (e.g., SEO, PPC, social media, ad campaigns, content creation, analytics)
- Any additional tasks outside the agreed scope require written approval and may incur extra charges
3. Term & Termination
- The Agreement is effective from the start date and continues for the term specified in the Scope.
- Either party may terminate with 30 days’ written notice. Client must pay for all services rendered through termination and any approved expenses
- Agency may terminate immediately upon Client breach, after written notice and cure period.
4. Fees & Payment
- Fee structure: retainer, milestones, hourly rate, or performance-based as specified.
- Invoices are due within 30 days unless stated otherwise; late payments incur a 1.5% monthly interest.
- Client reimburses approved third-party expenses (e.g., ad spend, tools)
- Agency reserves the right to suspend services for overdue payments.
5. Client Responsibilities
- Client shall provide necessary access (logins, brand assets, approvals) timely.
- Delays caused by Client may result in rescheduling or additional fees
6. Deliverables, Revisions & Timelines
- Specific deliverables, due dates, and revision limits are listed in the Scope.
- Agency will provide regular status reports or analytics as agreed
7. Intellectual Property Rights
- Upon full payment, Client receives ownership of final deliverables.
- Agency retains rights to proprietary materials (e.g., templates, processes)
- Client grants Agency a non‑exclusive, royalty‑free license to display deliverables in its portfolio.
8. Confidentiality
- Both parties agree not to disclose confidential information disclosed during the term and for two years after termination.
- All materials returned or destroyed upon request or termination.
9. Warranties & Liability
- Agency provides services “best efforts”; no guarantee of results unless specified in writing (e.g., lead quotas based on prior history)
- Neither party is liable for indirect, incidental, or consequential damages.
- Liability is capped at the amount paid under this Agreement .
10. Indemnification
- Client indemnifies Agency for claims arising from Client-supplied materials (e.g., IP infringement).
- Agency indemnifies Client for breach of confidentiality or unauthorized third-party IP claims.
11. Dispute Resolution & Governing Law
- Parties agree to negotiate disputes in good faith.
- Unresolved disputes will go to mediation, then binding arbitration under Wyoming law.
- The prevailing party may recover reasonable legal fees.
12. Relationship of the Parties
- Agency is an independent contractor, not an employee, partner, or agent .
- Neither party can bind the other outside this Agreement.
13. Non‑Solicitation & Exclusivity (Optional)
- Agency agrees not to work with direct competitors of Client during the term.
- Neither party may solicit or hire the other’s personnel for 12 months post‑termination.
14. Assignment & Subcontracting
- Neither party may assign or subcontract without written consent.
- Agency may engage subcontractors but remains responsible for their compliance.
15. Force Majeure
- Neither party is liable for inability to perform due to unforeseeable events such as natural disasters or government action.
16. Severability & Entire Agreement
- If any provision is unenforceable, the remainder stays in effect.
- This document, and its attachments, constitutes the entire agreement and supersedes prior understandings .
17. Amendments & Notices
- Amendments only valid if in writing signed by both parties.
- Notices to be sent via email or certified mail to addresses specified in the Scope.
18. Acceptance & Signatures
By signing below, both parties acknowledge and accept these Terms & Conditions.