Service Agreement

Digital Marketing Services AgreementWe decided to create an agreement that’s as clear and simple as chatting with our own mom, with no fine print or clauses she wouldn’t approve of.Parties:The Client: Specified in the invoice, or agreement form by Name, Email and OrganizationKeyScale Sytems, also known as “KSS”.1.0 Services Rendered1.1 ServicesKSS will deliver digital marketing services as specified in invoices to The Client. These services are tailored to meet The Client’s specific needs and are subject to periodic review and adjustment.2.0 Mutual CooperationKSS and The Client commit to working collaboratively to ensure the success of the deliverables. The Client agrees to provide necessary access and resources and to communicate promptly regarding any concerns or issues related to the services.3.0 Services and Access3.1 ScopeServices provided are limited to those outlined in the invoice or contract. Any additional services requested by The Client will require a separate quote or agreement and are not included in the current scope unless explicitly stated.3.2 Access RequirementsKSS requires full administrative access to all relevant social media accounts and website administrative panels for effective service provision. Lack of such access may lead to a delay or suspension of related services.4.0 Terms of Payment4.1 Billing Information and ScheduleThe Client agrees to maintain updated billing information for automatic processing of charges. Invoices and receipts will be issued systematically and are available upon request.4.2 Payment ObligationsPayments are due upon receipt of the inNavy Headervoice. Late payments incur a 1% monthly late fee. KSS reserves the right to suspend services for unpaid invoices.4.3 SMS and Voice Call PricingSMS (US/Canada): $0.0079 per segment for both outbound and inbound.Voice Calls (US/Canada): $0.0140 per minute for outbound (from local and toll-free numbers), $0.0085 per minute for inbound to local numbers, and $0.0220 per minute for inbound to toll-free numbers.Brand and Campaign registration one Time $20.95 will be charged. Multiple Campaign Fee will be charged in case of Campaign failures. Additional campaign fee up to $12 per month will apply in accordance with TCR rules. The fee for high volume campaign is $65.05Consult charges for other countries. Prices are subject to change.4.4 Advertising Services and Billing4.4.1 Advertising on Agency AccountsKeyScale Sytems runs advertising campaigns on behalf of The Client through its own accounts on platforms such as Facebook Business Manager and Google Campaigns Dashboard. This approach is designed to simplify the setup process, reduce the need for technical involvement from The Client, and leverage the benefits of KSS’s mature algorithm, which has accumulated thousands of data points.4.4.2 Prepaid Advertising BudgetThe monthly budget for advertising campaigns will be established in consultation with The Client. This amount is billed as a prepaid item. The Client is responsible for ensuring the provision of funds in advance for the smooth execution of advertising campaigns.4.4.3 Billing and Payment for Advertising ServicesIn the event of a payment failure for advertising fees, including instances where the provided credit card or billing information is not processed successfully, The Client agrees to promptly address and settle the outstanding invoice to ensure uninterrupted service.4.4.4 Service Suspension for Non-PaymentIf the outstanding payment for advertising services is not settled within 72 hours of issuing a failed payment notice, KSS reserves the right to suspend the advertising services. Further, KSS may initiate collection procedures to recover the unpaid amounts.5.0 Intellectual Property Rights5.1 Ownership of Created AssetsAll intellectual property, including content, graphics, and digital assets created during the engagement, will be owned as follows:Social Media Ads: Any social media advertisements created by KSS and run on agency accounts remain the property of KeyScale Sytems. These assets are not transferable to The Client.Webpages on Agency Servers: Webpages developed and hosted on KSS’s servers are the property of KSS. However, The Client is entitled to copy and use the content (images & text) of these webpages for their purposes.5.2 Transfer of Ownership Upon Full PaymentFor all other digital marketing materials and intellectual property created during the engagement, ownership will be transferred to The Client upon full payment for the services, unless otherwise agreed upon in writing. This transfer excludes social media advertisements and webpage designs as specified above.5.3 Rights to Use for PortfolioKSS reserves the right to display and use any of the created assets, including those transferred to The Client, in its portfolio and marketing materials as examples of KSS’s work.6.0 Data Protection and PrivacyKSS commits to adhering to all relevant data protection laws and regulations in handling, storing, and protecting The Client’s customer data.7.0 Compliance with LawsBoth parties agree to comply with all relevant laws and regulations in the performance of their obligations under this agreement.8.0 Liability and IndemnificationBoth parties agree to limit liability for each other’s actions as legally permissible and will provide indemnification against legal actions arising from violations of the agreement.9.0 Force MajeureNeither party will be held responsible for failure to fulfill their obligations if prevented by events beyond their reasonable control, such as natural disasters or pandemics.10.0 Change Orders and Scope CreepAny changes to the scope of work will require a new agreement or amendment to this contract, including negotiations for additional charges due to extra work.11.0 Client ResponsibilitiesThe Client is responsible for providing timely feedback, necessary access to accounts, and any other resources or information required for effective service delivery.12.0 Performance and Quality StandardsKSS guarantees to meet agreed-upon performance and quality standards in service delivery, with specifics to be outlined in each service invoice or addendum.13.0 Renewal Terms13.1 Automatic RenewalThis agreement will automatically renew under the same terms unless either party provides written notice of non-renewal.13.2 Notice of Non-RenewalEither party must provide written notice of non-renewal at least 30 days prior to the end of the current term.13.3 Client Responsibility for ChargesThe Client is responsible for all charges incurred until the termination of services. From the date of the non-renewal notice, a 30-day period will commence, during which services will continue, and charges will accrue. The agreement and services will be formally terminated at the end of this 30-day period, and all charges due during this period are payable by The Client.14.0 ConfidentialityBoth parties agree to maintain the confidentiality of proprietary information exchanged during the course of this agreement.15.0 Term and Termination15.1 Immediate Suspension for Non-PaymentKSS may immediately suspend services for non-payment and terminate the agreement if the issue is not resolved within 14 days.15.2 Conditions for TerminationEither party may terminate the agreement under specified conditions, including insolvency and breach of payment obligations.15.3 Data Deletion Upon Termination15.3.1 Obligation to Delete DataUpon the termination of services, for any reason, KeyScale Sytems will delete all of The Client’s account information and associated data from KSS’s servers. This action is final and includes the removal of any stored data, campaign details, analytics, and other related information that pertains to The Client’s account.15.3.2 Irretrievability of Deleted DataOnce the deletion process is completed, the data cannot be recovered or restored. KSS will ensure that all of The Client’s information is irretrievably deleted in accordance with data protection standards and privacy policies.15.3.3 Client’s Responsibility for Data BackupIt is the sole responsibility of The Client to ensure that all necessary data, including campaign information, analytics, and other relevant data, is backed up prior to the termination of services. The Client must take proactive measures to secure their data as KSS will not be responsible for any loss of data once the services are terminated and data deletion is executed.16.0 Maintenance and SupportKSS will provide technical support, issue resolution, and minor tweaks as part of maintenance services during specified business hours.17.0 General Provisions17.1 Governing Law and JurisdictionThis Agreement is governed by the laws of Illinois, with jurisdiction in McHenry County.17.2 Agreement ModificationModifications require written consent from both parties.17.3 Notice ProceduresNotices under this Agreement should be sent to designated addresses or emails of the parties.17.4 Binding EffectThis Agreement is binding upon successors and assigns, with written consent required for assignments.17.5 Dispute ResolutionDisputes will first undergo a 60-day cure period, followed by mediation in McHenry County, Illinois.17.6 SeverabilityInvalid or unenforceable provisions do not affect the rest of the Agreement.18.0 Money-Back Guarantee18.1 Guarantee Based on AdvertisementAt KeyScale Sytems, we believe in the power of our services and stand by the promises made in our advertisements. Our money-back guarantees vary depending on the specific advertisement or offer you responded to, ensuring tailored satisfaction and results.18.2 Social Media Advertising GuaranteeFor our Social Media Advertising services, we are committed to delivering results. We guarantee a minimum of 20 new client opportunities (leads) per month. If we fail to meet this threshold, you are entitled to a full refund for that month’s services.18.3 Eligibility Criteria for GuaranteeTo qualify for our money-back guarantee:The Client must meet a minimum ad spend of $1,500 or the specified amount relevant to their industry.The guarantee applies solely to the services for the month in which the minimum lead count was not achieved.18.4 ExclusionsThis guarantee is exclusive and cannot be combined with other offers or applied to other services provided by KSS. It is designed to ensure that our clients feel confident and satisfied with their investment in our services.18.5 Commitment to Client SatisfactionWe uphold this guarantee because we value client satisfaction above all. Our goal is to maintain a relationship where clients are not just satisfied but delighted with the results, making the investment in our services a rewarding experience.