Monthly Marketing & Advertising Package Terms & Conditions

Digital Marketing and Advertising Services Agreement

Beginning on the date the Spirit of the Fair Monthly Marketing & Advertising Package is purchased, and upon final approval, Spirit of the Fair LLC (SOF) will act as an independent contractor for the Purchaser/Client to provide one or more of the following services:

• Placing company promotional items in Spirit of the Fair promotional bags
• Creating & Placing company name on Sponsor List for each participating event
• Placing company logo on Spirit of the Fair website Local Partner’s page
• Creating company page on Spirit of the Fair website
• Social Media mentions and posts (Facebook and Instagram)

Other services available:

• Responsive website design, development and hosting
• Online store creation, development & management
• Graphic design – logos, flyers, posters, business cards, etc.
• Email marketing, targeted digital display advertising, pay-per-click, social content management and posting, paid social advertising (Facebook and/or Instagram), search engine optimization & digital video production & delivery
• Promotional items – banners, signs, flyers, stickers, trophies, lanyards, t-shirts, hats,
• keychain flashlights, koozies, etc.

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

WHEREAS, Client seeks to utilize SOF 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 chosen package 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 via credit card or check (made payable to Spirit of the Fair LLC). SOF 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. All other services will be negotiated prior to execution.
   1. Monthly 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 SOF reserves the right to adjust its pricing accordingly at a rate of $75/hr.
   2. In the event travel is required to fulfill these services and is more than 50 miles, then SOF shall be reimbursed for expenses incurred. All expenses must be pre-approved by the Client.
2. Additional Services: SOF may provide additional services including but not limited to website design, graphic design, training, photography or video services based on the client’s request.
   SOF will do everything possible to fulfill these requests but they must be related to the scope of business.
3. Additional Services Fees: In the event the Client would like to use SOF for services outside of the scope of monthly services, additional charges may apply. In the event SOF is asked to do hourly work outside of the scope of this agreement (Addendum A), then the following charges will apply:
   1. SOF Hourly Fee: $75.00 per hour
4. Terms of Agreement: Client agrees the terms of this agreement will be on a month-to-month basis. The agreement will automatically renew each month from the date the agreement is signed unless a written notice of either party’s intent to the other that they will not be renewing is provided at least 10 days prior to the monthly renewal date.
   1. In the event the Client decides to cancel the agreement, all digital intellectual property will remain under the ownership of SOF. Should the client wish to transfer the ownership of any of the intellectual property, the Client must negotiate a price with SOF prior to the transfer (per section 1 of this agreement).
   2. Monthly packages and services can be changed at any time. When downgrading to a smaller package, the Client must wait until the following month. When upgrading to a larger package, the client may back-date services to the beginning of the current month.
   3. Client agrees to give required access to SOF to complete all pertinent work. If the services have not yet been completed for the final month, SOF will finish providing services for the final days.
      1. In the event SOF does not receive access to make social media posts on Client’s behalf, SOF will make posts on Client’s timeline with proper mentions.
5. Content: Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of SOF’s efforts.
6. Additional Tools/Software & Cost: SOF requires certain tools/software/services to support its efforts. The Client will not be required to pay one time or monthly service fees for such tools/software unless it is pertinent to the company and agreed upon by both parties. SOF agrees that it will not purchase or subscribe to such software without pre-approval from the Client.
7. Managing Clients Internal Resources: Client agrees that SOF will have the lead and be fully in charge of establishing digital strategy, managing day-to-day work/tasks, and managing all of the current internal digital marketing resources (employees, contractors, etc.) for Client’s company.
   1. Client agrees that all digital resources will report to SOF 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 SOF and the executive committee of the Client.
8. Authorization: Client agrees to give SOF access to all tools, software, websites, social media, landing pages, accounts, etc. that they will need to access. SOF will use best efforts to secure and protect all passcodes. Only authorized representatives of SOF will be allowed to access passwords and only on an as needed basis.
9. Copyrights and Trademarks: The Client represents (informs) to SOF and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to SOF 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 SOF from any claim or suit arising from the use of such elements furnished by the Client.
10. Ownership to Deliverables: SOF or its partners retain the intellectual rights to all items previously owned by SOF /partner. Client retains the rights to all deliverables that are not marked as SOF property. Items that are not specifically transferred to the Client will remain the property of their respective owners. SOF may choose to give the Client a one-time lifetime license for use of any of SOF ‘s intellectual property pertaining to the Client.
11. Work Credit: Client agrees to allow SOF to use Client’s name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting SOF’s services to other companies.
12. Assignment of Project: SOF 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 Agreement: SOF, 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 SOF to another party.
14. Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, SOF can make no guarantee on the results that may be provided as a result of our work. SOF 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.
    1. SOF 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.
    2. In no event, will SOF 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 SOF has been advised of the possibility of such damages.
15. Social Media: Each social media post will be scheduled for the optimum time(s) and date(s) to yield the best results.
    1. Definitions
       1. Mention
          1. A mention is when a brand is referenced, or “mentioned” on the web. While often referring exclusively to social media, mentions can also describe anytime an online publication or blog uses a brand name.
             Mentions are an informative metric to help online businesses gauge how the perception and visibility of their brand.
       2. Post
          1. Content shared on social media through a user’s profile. It can be as simple as a blurb of text, but can also include images, videos, and links to other content. Other users of the social network can like, comment, and share the post.
16. Spirit of the Fair Website:
    1. SOF agrees to place Client logo on Local Partners page
    2. Depending on monthly package chosen (Better or Best), SOF agrees to create Client company page with contact information and links to Client website and social media.
17. Promotional (Swag/Goodie) Bags:
    1. SOF agrees to place the agreed upon number of promotional items in promotional bags each quarter for no additional cost except the cost of promotional items.
    2. SOF agrees to create a unique Sponsor List for each event with all current participating businesses. This list will include Client’s company name and will be placed in all promotional bags handed out to the community in exchange for donations.
18. Indemnity: The client does hereby expressly agree to indemnify and hold harmless SOF, 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 SOF, 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.
19. Agreement Revisions: Revisions to this Agreement will be considered agreed to by SOF and Client when requested changes have been signed by both parties.
20. Lawful Purpose: Client may only use SOF’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.
21. Termination: SOF 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 SOF refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate SOF for other collection costs and expenses it may occur.
22. Entire Understanding: The agreement constitutes the sole agreement between SOF and Client regarding the use of services. It becomes effective only when signed by both parties.
23. SOF Media Vendors: In connection with Services provided hereunder, SOF has the right to utilize contractors, third-party companies, and vendors selected by SOF 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 SOF deems in its sole discretion as acceptable (Vendor Terms). SOF 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.
24. 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.
25. Digital Copies of Signatures: Both parties agree that a digital version of the signed document by either or both parties shall be considered acceptable, legal, and legally binding. Client will receive a digitally signed email from SOF after approving the agreement.
26. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to such state’s principles of conflicts of law. The legal jurisdiction for this agreement shall reside in Josephine County, Oregon, and all legal proceedings shall take place in Josephine County, Oregon.

ADDENDUM A
Below are the current monthly marketing and advertising packages available.

• GOOD – $35 / Month
  a. Swag Bag: Promo Items x 150 (Quarterly)
  b. Swag Bag: Sponsor List x 150 (Quarterly)
  c. Your Logo On Local Partner’s Page: Spirit of the Fair Website
  d. Social Media Mentions: Facebook & Instagram (Monthly) X 1
  e. Social Media Posts: Facebook & Instagram (Monthly) X 1
• BETTER – $75 / Month
  a. Swag Bag: Promo Items x 150 (Quarterly)
  b. Swag Bag: Sponsor List x 150 (Quarterly)
  c. Your Logo On Local Partner’s Page: Spirit of the Fair Website
  d. Your Company Page: Spirit of the Fair Website
  e. Social Media Mentions: Facebook & Instagram (Monthly) X 2
  f. Social Media Posts: Facebook & Instagram (Monthly) X 2
• BEST – $125 / Month
  a. Swag Bag: Promo Items x 150 (Quarterly)
  b. Swag Bag: Sponsor List x 150 (Quarterly)
  c. Your Logo On Local Partner’s Page: Spirit of the Fair Website
  d. Your Company Page: Spirit of the Fair Website
  e. Social Media Mentions: Facebook & Instagram (Monthly) X 4
  f. Social Media Posts: Facebook & Instagram (Monthly) X 4

By electronically executing/purchasing one of the Monthly Marketing & Advertising Packages listed on this page from Spirit of the Fair LLC, you agree to all of the following terms and conditions set forth in this digital marketing and advertising services agreement.