Service Agreement

By signing up an account electronically, you agree to all of the following terms and conditions.


This agreement between “Client” who is engaging Amata Agency, LLC “Amata Agency” on the date this form is submitted to act as an independent contractor for the specific project to provide one or more of the following services: 


• Brand strategy and brand identity development

• Graphic design

• Email marketing

• Social media management

• Website design, development and hosting 

• Pay-per-click advertising campaign management (Ad Words) 

• Paid social campaign management (Facebook and/or Instagram) 


WHEREAS, Amata Agency is an independent contractor hired to provide outsourced digital marketing and lead generation services on a monthly basis (see service descriptions). 


WHEREAS, Client seeks to utilize Amata Agency services to provide digital marketing and lead generation for their business. 


NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows; 


1. Digital Marketing & Lead Generation Cost & Payments: Client agrees to pay the proposal price each month for services. Services will be billed a month in advance, and payments will be due on the first day of the month. Amata Agency has the right to terminate the agreement with a seven-day notice in the event the services are not pre-paid for by the client. Pricing is based on current scope of work. In the event additional services are required or there is a major change in the scope of work, then Amata Agency reserves the right to adjust our pricing. In the event the travel required to fulfill these services is more than 30 miles, then Amata Agency shall be reimbursed for expenses incurred. All expenses must be pre-approved by the Client. 


2. Additional Services: Amata Agency may provide additional services, including but not limited to training, photography, or video services based on the client’s request. Amata Agency will do this via the services listed. 


3. Term of Agreement: Client agrees the term of this agreement will be for one year. The agreement will automatically renew one year from the date the agreement is submitted unless a written notice of either party’s intent to the other that they will not be renewing is provided 45 days prior to the annual renewal date. Either party may terminate the agreement with 30-day written notice. In the event the Client exercises this 30-day out clause prior to the end of the initial year, all digital intellectual property will remain under the ownership of Amata Agency. 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). Client agrees to give required access to Amata Agency to complete its work. Amata Agency will use best efforts to work to finish out providing services for the final 30 days. 


4. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of Amata Agency’s efforts. 


5. Additional Tools/Software & Cost: Amata Agency may require certain tool/software/services to support our efforts. Client agrees to be responsible for all cost one time or monthly for such tools/software. Amata Agency agrees that it will not purchase or subscribe to such software without pre-approval from the Client 


6. Managing Clients Internal Resources: Client agrees that Amata Agency will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all of the current internal digital marketing resources (employees, contractors, etc.). Clients agrees that all digital resources will report to Amata Agency on an as needed basis to implement the program effectively. Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by Amata Agency and the executive committee of the client. 


7. Additional Services Fees: In the event the Client would like to use Amata Agency for services outside of the scope of services additional charges may apply. In the event Amata Agency is asked to do hourly work outside of the scope of this agreement (Addendum A), then the following charges will apply: 


Amata Agency Hourly Fee: $79.00 per hour 


8. Authorization: Client agrees to give Amata Agency access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. Amata Agency will use best efforts to secure and protect all passcodes. Only authorized representatives of Amata Agency will be allowed to access passcodes and only on an as needed basis. 


9. Copyrights and Trademarks: The Client represents (informs) to Amata Agency and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Amata Agency 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 Amata Agency from any claim or suit arising from the use of such elements furnished by the Client. 


10. Ownership to Deliverables: Amata Agency or its partners retain the intellectual rights to all items previously owned by Amata Agency/partner. Client retains the rights to all deliverables that are not marked as Amata Agency property. Items that are not specifically transferred to the Client will remain the property of their respective owners. Amata Agency 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 Amata Agency to use clients name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Amata Agency’s services to other companies. 


12. Assignment of Project: Amata Agency 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. 


13. Non-Disclosure: Amata Agency, 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 Amata Agency to another party. 


14. Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Amata Agency can make no guarantee on the results that may be provided as a result of our work. Amata Agency 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. Amata Agency 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 Amata Agency 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 Amata Agency has been advised of the possibility of such damages. 


15. Indemnity: The client does hereby expressly agree to indemnify and hold harmless Amata Agency, 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 Amata Agency, 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 Amata Agency and Client when requested changes have been signed by both parties. 


17. Lawful Purpose: Client may only use Amata Agency'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: Amata Agency may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and Amata Agency refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Amata Agency for other collection costs and expenses it may occur. 


19. Entire Understanding: The agreement constitutes the sole agreement between Amata Agency and Client regarding the use of services. It becomes effective only when signed by both parties. 


20. Amata Agency Media Vendors: In connection with Services provided hereunder, Amata Agency has the right to utilize contractors, third-party companies, and vendors selected by Amata Agency 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 Amata Agency deems in its sole discretion as acceptable (Vendor Terms). Amata Agency 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. 



23. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to such state's principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Los Angeles County, California, and all legal proceedings shall take place in Los Angeles County, California.

Intellectual Property Provisions


Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of the Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Agency a nonexclusive, non-transferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Amata Agency’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.


Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Amata Agency shall inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Work. Under such circumstances, Agency shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves, and holds harmless Agency from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party

arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Work.


Preliminary Works. Amata Agency retains all rights in and to all Preliminary Works.


Original Artwork. Agency retains all right and title in and to any original artwork comprising Final Work, including all rights to display or sell such artwork. 


Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Amata Agency assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Agency for use by Client as a Trademark. Amata Agency shall cooperate with the Client and shall execute any additional documents reasonably requested by the Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not

otherwise infringe the rights of any third party. Client hereby indemnifies, saves, and holds harmless Agency from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.


Designer Tools. All Designer Tools are and shall remain the exclusive property of Amata Agency. Amata Agency hereby grants to Client a nonexclusive, non-transferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. The Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works, or otherwise disassemble or modify any Designer Tools comprising any software or technology of Amata Agency.


RIGHTS TO FINAL WORK

Upon completion of the Services, and expressly subject to full payment of all fees, costs, and expenses due, Agency hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Work. Amata Agency agrees to reasonably cooperate with the Client and shall execute any additional documents reasonably necessary to evidence such assignment.

Print-Specific Terms and Conditions


SAMPLES

Client shall provide Amata Agency with 10 of samples of each printed or published form of the Final Deliverables, for use in Amata Agency’s portfolio and other self-promotional uses. Such samples shall be representative of the highest quality of the work produced.


FINISHED WORK

The printed work, and the arrangement or brokering of the print services by Amata Agency, shall be deemed in compliance with this Agreement if the final printed product is within the acceptable variations as to kind, quantity, and price in accordance with current or standard trade practices identified by the supplier of the print and print-related services. Whenever commercially reasonable and if available, Amata Agency shall provide copies of the current or standard trade practices to the Client. Notwithstanding, Amata Agency shall have no responsibility or obligation to negotiate changes or amendments to the current or standard trade practices.

Interactive + Website Terms and Conditions


SUPPORT SERVICES

Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal. During the first 3 months following the expiration of this Agreement (“Warranty Period”), if any, Amata Agency shall provide up to 5 hours of Support Services at no additional cost to Client. Additional time shall be billed at Amata Agency’s regular hourly rate, then in effect upon the date of the request for additional support.


ENHANCEMENTS

During the Maintenance Period, the Client may request that Amata Agency develop enhancements to the Deliverables, and Agency shall exercise commercially reasonable efforts to prioritize Amata Agency’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Amata Agency’s then in effect price for such services.


ADDITIONAL WARRANTIES AND REPRESENTATIONS

Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Agency represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations, or changes made to Final Deliverables by Client or any third party after delivery by Agency, or the interaction of Final Deliverables with third-party applications such as Web browsers other than those specified in the Proposal. The parties acknowledge that the Client’s sole remedy and Agency’s sole liability for a breach of this Section is the obligation of Amata Agency to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Agency, Agency’s sole obligation shall be to substitute alternative Third Party Materials.


DESIGNER TOOLS

Design tools subject to the representations and warranties of the Client in connection with the materials supplied by Client, Agency represents and warrants that, to the best of Agency’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of the same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.


COMPLIANCE WITH LAWS

Amata Agency shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.


DOMAIN NAME AND AUTHORSHIP CREDIT

If a domain name is needed for the Website, Amata Agency will suggest appropriate names and do a search to ascertain the availability of those names. The determination of a domain name’s availability through the domain name registration does not guarantee it will still be available at the time of registration.


Domain name registration or transfer. If needed, Amata Agency will help complete the necessary forms to register or transfer a domain name as selected by the Client. Although Amata Agency will submit forms to register a requested domain name in a timely fashion, Amata Agency does not guarantee the availability of any domain name.


Authorship Credit. The Client may select that Amata Agency includes a byline and link on the bottom of the Final Deliverables establishing authorship credit. This byline is upon agreement by both Client and Amata Agency and must be removed at any time upon written request by Amata Agency.

Email Marketing Management Terms and Conditions


Amata Agency is using an online marketing platform (the “App”) that allows the Client to manage their contacts, and to create, send, and manage certain marketing campaigns, including, without limitation, emails, advertisements, Websites, and mailings (each a “Campaign,” and collectively, “Campaigns”), among other things. The App is offered through Amata Agency, and any other related website or mobile application managed by Amata Agency (we’ll collectively refer to these as the “Site,” and, together with the App, the “Service”).


The Client represents and warrants that the Client either owns or has permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to the App in the course of this agreement or which Amata Agency retrieves or accesses at the Client’s direction or with Client’s permission (“Content”). The Client retains ownership of the Content that The Client provides to Amata Agency.


The Client agrees to

  1. Not sending spam
  2. Will not use purchased, rented, or third-party lists of email addresses.
  3. Comply with the App’s Acceptable Use Policy.
  4. If Amata Agency uses the App’s API, the Client complies with Their API Use Policy.
  5. Abide by the App’s anti-spam requirements, which comply with the U.S. CAN-SPAM Act.
  6. Determine whether any additional anti-spam or data protection laws apply to the Client based on the country where your business is located and complies with those laws.
  7. Determine whether any additional anti-spam or data protection laws apply to the Client based on the country where the Client’s contacts or customers are located and comply with those laws.
  8. Agree to the email platform’s Terms of Use.
  9. Must tell Amata Agency where the Client got their contacts.
  10. An unsubscribe link must be in every email campaign.
  11. Must include the Client’s contact information in every promotional email Agency sends, including a physical mailing address or P.O. Box where the Client can receive mail.
  12. May not falsify your contact information or subject line.
  13. Are subject to the terms of use for any integration or connected e-commerce platform you use.
  14. Comply with the U.S. CAN-SPAM Act, even if the Client’s business is outside the United States.


Amata Agency does not allow email campaigns that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. Amata Agency may refuse, suspend or terminate the Client’s email campaign If the Client requests to send a Campaign or otherwise

distribute any Content that Agency determines, in their sole discretion, contains either of the following:


  • A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that, in our sole judgment, could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
  • Hateful Content. This means any statement, image, photograph, advertisement, or other Content that, in our sole judgment, could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.


Amata Agency also may suspend or terminate the Client’s account and/or this Agreement if Amata Agency determines, in its sole discretion, that the Client is either:


  • an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
  • a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
  • a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.


COMPLIANCE WITH LAWS

The Client represents and warrants that the Client uses of this Service will comply with all applicable laws and regulations. The client is responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, Data Protection Laws, United States export control laws and regulations, and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and the Client uses the Service, then Amata Agency won’t be liable if the Service doesn’t meet those requirements. The Client may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.


If the Client collects any personal information pertaining to a minor and stores such information within Client’s account, Client represents and warrants that Client has obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

Social Media Management Terms and Conditions

SERVICES

Throughout the term of this Agreement, Amata Agency will use its best efforts and due diligence to perform for the Client various social media consultation tasks outlined in the Proposal and/or Exhibit A. These tasks include but are not limited to, assisting with the development of a social media strategy, coaching on best practices for leveraging social media technologies, and the development of tools and resources to measure

success in using social media tools.


APPROVAL AND EDITS

If Amata Agency shall not hear from the Client before the deadline date after submission of the Preliminary Work for review, the Preliminary Work shall be considered accepted with no further changes permitted. The Client agrees not to alter the Content unless the alterations are agreed upon by both parties in writing and notated within or upon this Agreement.


CLIENT LEGAL REQUIREMENTS

It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for the Client’s business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and maybe legally stated, as well as ensuring all products and product sales are lawful. Amata Agency shall not be responsible for any legal, technical, or regulatory specifications.



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