THIS AGREEMENT is entered into on January 21, 2021 by and between Pilates Web Co, (hereinafter referred to as “Spark Factory”), having its principal offices located at 501 Cambria Avenue, Suite 224, Bensalem, PA 19020 and the client, (hereinafter referred to as “Client”)Spark Factory agrees to provide Client with services (hereinafter referred to as “services”) as described on Spark Factory's web pages.
Consent for electronic signature - The parties herein agree to electronic signatures to execute this agreement online with either written or drawn signatures.
Independent Contractor - The client is engaging Spark Factory as an independent contractor for the specific project outlined in the Agreement.
Effective Date - This Agreement shall be effective as of the time Customer signs up for Services of an initial contract term of 3 months and will automatically renew for 3 months if a 15-day notice of cancellation is not received. Spark Factory would require a 30 days notice of cancellation after the initial term and full payment of any outstanding invoices for ongoing progressive monthly optimization/social media services.
Customer Responsibilities – For the purposes of providing these services, Customer agrees:
1. To provide Spark Factory free and clear access.
2. To authorize Spark Factory use of all Customer’s logos, trademarks, Web site images, etc., for use of such services and any other uses as deemed necessary by Spark Factory for the services.
3. No interference, the client agrees to provide Spark Factory with free and clear access to perform its duties. For lead generation services, the client understands that no ad copy will be shared as providing, copying such ad copy will torturously interfere with Spark Factory trade secrets. An offer is generally discussed and language approved before any ads go live.
4. The client further agrees to a quick response within 2 business, (excluding holidays) to changes, adds, modifications, etc.
Reporting – Reports will be made available via Spark Factory's dashboard located at https://app.sparkfactory.io
Payment of fees - Payments must be made promptly on the renewal date. Down payments are required to begin your project and ongoing services payment terms are due upon receipt. If an amount remains delinquent 60 days after its due date, an additional 5% penalty will be added for each month of delinquency.
Cancellation - The client may cancel this agreement after three (3) months of monthly web marketing services are completed. Spark Factory would only require a fifteen (15) day notice of cancellation after this three (3) month campaign and full payment of any outstanding invoices for ongoing progressive monthly optimization services. Spark Factory reserves the right to cancel this agreement at any time, any outstanding payments will be refunded. Once a plan is upgraded, the plan will remain in full effect until the contract term.
Copyrights and Trademarks - The client represents to Spark Factory and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Spark Factory for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Spark Factory and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. Spark Factory represents and warrants that they will use royalty-free images and the client's images for all marketing,
Copyright of Digital Assets - Copyright to the finished assembled work of web page(s) produced by Spark Factory is owned by Spark Factory until final payment is made. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to the source code, work-up files, and computer programs are specifically not transferred to the client and remain the property of their respective owners. Spark Factory retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
Indemnification – Customer shall indemnify and hold harmless Spark Factory (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Spark Factory as a result of any claim, judgment, or adjudication against Spark Factory related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Spark Factory (the “Customer Content”), or (b) a claim that Spark Factory ’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Spark Factory must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
All Other Warranties – Spark Factory does not warrant that services will meet the customer’s expectations or requirements. the entire risk as to the quality and performance is with the customer. Except as otherwise specified in this agreement, Spark Factory provides its services “as is” and without warranty of any kind. the parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. if any provision of this agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Limited liability – in no event shall Spark Factory be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. Spark Factory makes no warranty of any kind, whether express or implied, with regard to any third-party products, third-party content or any software, equipment, or hardware obtained from third parties.
Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Pennsylvania. All disputes under this Agreement shall be resolved by arbitration in the courts of the State of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of City of Virginia Beach Virginia, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. For any action involving matters of this Agreement, venue shall lie in City of Virginia Beach Virginia.
This Agreement may be executed in one or more counterparts, signature pages, each of which shall be deemed to be an original and together which shall constitute one and the same instrument. Additional terms are available here
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Signed by Scott Aadal
Signed On: October 1, 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Leads Agreement
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