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This Agreement is made effective as of Date of Commencement by and between Growth Catalyst Crew LLC, a company organized and existing under the laws of the State of Georgia with its principal office located at 246 Robert C Daniel Jr Pkwy, Augusta, GA 30909 Ste#1058 ("Provider"), and , a company organized and existing under the laws of the State of with its principal office located at , , , and identified by EIN ("Client").

WHEREAS the Provider is in the business of providing digital marketing services including but not limited to front-end website development, back-office sales enablement, client communication systems, system support and maintenance, and optional inclusive marketing and SEO services;

NOW THEREFORE in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1. Definitions

1.1 "Agreement" means this Digital Marketing Service Provider Agreement, including any schedules or attachments hereto.

1.2 "Services" means the digital marketing services as described in Section 2.

1.3 "Effective Date" means the date first written above, marking when this Agreement becomes legally binding.

1.4 "Commencement Date" means the date on which the Provider begins delivering the Services described herein.

1.5 "Confidential Information" means any non-public information disclosed by one party to the other party that is designated as confidential or that under the circumstances of disclosure should be reasonably understood to be confidential.

2. Services Provided

2.1 Website and Landing Page Development: The Provider shall design, develop, and deploy a front-end website and/or landing pages as per the Client’s specifications. These can be templated or custom, and may be offered as part of a package or as standalone services.

Ownership and Subscription Terms: Websites and landing pages provided through subscription services remain the Provider’s intellectual property until a vesting period of months is completed, during which all payments must be made in full. Ownership transfers to the Client upon successful completion of this term. Custom projects follow the same vesting and ownership transfer conditions.
Platform-Specific Templates: Templated websites and landing pages may be platform-specific. These can be transitioned to another provider, provided the new provider has the requisite access and skills. A list of qualified alternative providers will be available upon request if the Client chooses to move their platform-specific templates.
Termination and Buyout: Clients wishing to terminate subscription services or transition to another provider before the term ends must pay a buyout fee equal to the remaining value of their agreement. This applies to both templated and custom websites and landing pages.

2.2 Back-Office Sales Enablement: The Provider shall set up and maintain a back-office system for sales enablement, including CRM integration, sales analytics, and performance tracking.

2.3 Client Communication Systems: The Provider shall implement and maintain client communication systems, including email marketing, chatbots, and customer support tools.

2.4 System Support and Maintenance: The Provider shall offer ongoing system support and maintenance for the provided front-end and back-office technology solutions.

2.5 Inclusive Marketing and SEO Services(Optional): If selected by the Client, the Provider shall deliver comprehensive marketing services including SEO, content marketing, social media marketing, and PPC advertising to achieve set goals as agreed by both parties.

3. Service Selection and Compensation

3.1 Monthly Recurring Fees

The Client agrees to pay the Provider a total monthly recurring fee of $1,500.00, which includes:

$500.00 Ad Management Fee (non-refundable)
$1,000.00 Ad Spend, allocated as per campaign requirements

3.2 CRM and Marketing Toolkit Pricing

The Client agrees to pay $95per month for the first 120 days as a discounted rate for the CRM and marketing software package. After the initial 120-day period, the price will revert to the standard rate of $249per month.

1 dedicated LeadTrack phone line (unlimited inbound calls),
2,000 included SMS/MMS,
Unlimited Review Management,
JaneApp scheduling integration via Google Calendar
Calendars included: 1-PT, 1-Chiropractic and 1-Lead Tracking Calendar for Google to Jane app-sync
1 lead nurture campaign.

3.3 Payment Terms

All payments are due on the 1st day of each month unless otherwise specified in this Agreement. Payment terms are as follows:

AD Campaign Services: Payments for AD campaign services must be made via ACH only.
CRM/Marketing-SaaS Services: Payments for CRM/Marketing-SaaS services must be made via debit/credit card only. Billing starts from the start date and/or execution date of the service agreement and will be automatically billed on a recurring monthly basis.
Late Payments: Payments not received within five (5) days of the due date may incur a late fee of 5% of the overdue amount.
Non-Refundable Payments: Payments are non-refundable except in cases of documented Provider error.

3.4 Additional Charges

Costs for optional add-ons or services requested outside the original scope of work will be billed separately and require written approval from the Client.

4. Included Limits and Additional Charges

4.1 Email Sends

The Client is allotted (2500) monthly automation-marketing email sends. If a trigger sends an email beyond the included limit, the Client will be charged $(0.00375) per email. Emails sent using traditional sending methods through standard web-hosting and webmail services, which were not initiated by or processed through back-office marketing software and/or automation, are not billable and, therefore not included in per-email pricing.

4.2 Phone Systems

Outbound Calls:
The Client is allotted (0) minutes of outbound calls per month. If a trigger initiates an outbound call beyond the included limit, the Client will be charged $(0.0238) per minute.

Inbound Calls:
The Client is allotted (unlimited) minutes of inbound calls per month. If a trigger initiates an inbound call beyond the included limit, the Client will be charged $(0.0145) per minute.

Texts:
The Client is allowed (2000) texts per month. If a trigger sends a text beyond the included limit, the Client will be charged $(0.0134) per text.

4.3 API, WebHooks & 3rd Party Data Transfer

API Calls:
The Client is allowed (1000) API calls per month. If a trigger involves API calls beyond the included limit, the Client will be charged $(0.0005) per API call.

WebHooks:
If a trigger involves a WebHook, all webhooks will be charged $(0.0175) per call.

4.4 Verification Services

Email Verification:
The Client is allotted (0) email verifications per month. If a trigger requires email verification beyond the included limit, the Client will be charged $(0.00125) per verification.

Phone Verification:
The Client is allowed (0) phone verifications per month. If a trigger requires phone verification beyond the included limit, the Client will be charged $(0.345) per verification.

4.5 Automation

Premium triggers and actions are available but will incur additional charges based on complexity.

5. Term and Termination

5.1 Term

This Agreement shall commence on the Effective Date and shall continue in effect for a period of one (1) year unless terminated earlier in accordance with the provisions of this Agreement.

5.2 Termination for Convenience

Either party may terminate this Agreement for any reason with thirty (30) days written notice to the other party.

5.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

5.4 Termination and Creative Rights:Upon termination of services or in cases of delinquent payment, all rights to use the Provider's creative works will be revoked. Continued use of the Provider’s copyrighted materials without written consent after termination constitutes a breach of this Agreement.

6. Confidentiality

6.1 Confidential Information

Each party acknowledges that during the term of this Agreement, it may have access to the other party's confidential information. Each party agrees to maintain the confidentiality of such information and not to use such information except as necessary to perform its obligations under this Agreement.

7. Intellectual Property

7.1 Ownership: The Provider retains all rights, titles, and interests in and to the technology, software, methodologies, and intellectual property used to provide the services under this Agreement.

7.2 License: The Provider grants the Client a non-exclusive, non-transferable license to use the deliverables produced by the Provider solely for the Client's internal business purposes.

7.3 Creative Works Ownership:Any and all creative works produced by the Provider, including but not limited to email and text sequences, artwork, creatives, and edits to user-generated content (UGC), shall remain the sole property and copyright of the Provider. The Client is granted fair use rights to these copyrighted materials for the duration of the services provided and as long as the account remains in good standing.

7.4 Licensing of Creative Works:The Client may negotiate a separate licensing agreement for continued use of creative works after termination, subject to mutually agreed terms and fees.

7.5 User-Generated Content (UGC) and Enhancements:The Client provides and grants the Provider unrestricted rights to use any content delivered to the Provider for use in campaigns or services without limitation. Edits or enhancements made by the Provider to user-generated content (UGC) shall not transfer ownership of the original UGC but remain the copyright of the Provider concerning any enhancements or modifications. The Provider retains the right to use such content, including enhancements, for future campaigns or services as it sees fit.

7.6 Custom Work Buyout:If the Client wishes to purchase the exclusive rights to specific creative works, a separate buyout agreement must be negotiated and executed in writing.

8. Warranties and Disclaimers

8.1 Warranties

The Provider represents and warrants that all services will be performed in a professional and workmanlike manner in accordance with industry standards.

8.2 Disclaimers

Except as expressly set forth in this Agreement, the Provider makes no warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

9. Limitation of Liability

9.1 Limitation

In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.

9.2 Cap on Liability

The Provider's total liability under this Agreement shall not exceed the total fees paid by the Client during the three (3) months preceding the claim.

10. Indemnification

10.1 Indemnification by Provider

The Provider agrees to indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Provider's performance of the services.

10.2 Indemnification by Client

The Client agrees to indemnify and hold harmless the Provider from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Client's use of the services, except for liabilities arising from the Provider's gross negligence or willful misconduct.

11. Payment Obligations

11.1 Timely Payment

The Client agrees to make all payments in a timely manner as specified in this Agreement.

11.2 Late Payments

Late payments will incur a penalty of 5% of the overdue amount per month until paid in full. The Provider reserves the right to suspend services if payments are not made within ten (10) days of the due date.

11.3 Dispute Resolution

If any payment dispute arises, both parties agree to resolve the dispute through mediation before pursuing other legal remedies.

12. Performance Metrics and Reporting

12.1 Metrics

The Provider will establish key performance metrics (KPIs) to measure the success of the services provided. These metrics will be shared with the Client during monthly reports.

12.2 Reporting

The Provider shall deliver performance reports to the Client on a monthly basis, detailing campaign performance, ROI, and other relevant metrics.

13. Service Level Agreement (SLA)

13.1 Response Times

The Provider agrees to respond to Client inquiries within twenty-four (24) hours during business days.

13.2 Resolution Times

Critical issues shall be resolved within forty-eight (48) hours, and non-critical issues shall be resolved within seven (7) business days.

13.3 Uptime Guarantee

The Provider guarantees a 99.9% uptime for all hosted systems, excluding planned maintenance or circumstances beyond the Provider's control.

14. Change Management

14.1 Change Requests

Either party may request changes to the scope of services or deliverables by submitting a written change request.

14.2 Approval Process

Changes shall be effective only upon written approval by both parties, including any adjustments to fees or timelines.

15. Ownership of Data

15.1 Data Ownership

The Client shall own all data generated through the marketing efforts.

15.2 Data Transfer

Upon termination of this Agreement, the Provider shall transfer relevant data to the Client in a mutually agreed format.

15.3 Access to Data

Raw performance metrics, logs, or proprietary data shall only be available to the Client upon written request and may incur additional charges.

16. Audit Rights

16.1 Access

The Client may audit the Provider's records related to this Agreement once per year upon reasonable notice and during regular business hours.

16.2 Costs

Each party shall bear its own costs related to any audits performed under this Agreement.

17. Training and Knowledge Transfer

17.1 Training

The Provider will provide necessary training to the Client's staff on the use and maintenance of the services provided.

17.2 Knowledge Transfer

Upon termination, the Provider shall ensure a smooth transfer of all relevant knowledge and documentation to the Client.

18. Client Responsibilities

18.1 Cooperation

The Client agrees to cooperate with the Provider by providing necessary access to personnel, data, and systems required for service delivery.

18.2 Timely Decisions

The Client agrees to make timely decisions and provide approvals or feedback necessary for the Provider to perform its obligations under this Agreement.

18.3 Accuracy of Information

The Client shall ensure that all information and materials provided to the Provider are accurate, complete, and up-to-date.

19. Escalation Procedures

19.1 Issue Resolution

Any disputes or unresolved issues shall first be escalated to designated representatives of both parties for resolution.

19.2 Escalation Levels

If resolution is not achieved within five (5) business days, the issue shall be escalated to senior management of both parties.

19.3 Mediation

If the issue remains unresolved, both parties agree to engage in mediation before pursuing legal action.

20. Subcontracting

20.1 Right to Subcontract

The Provider reserves the right to subcontract any portion of the services under this Agreement to third parties, provided that the Provider remains fully responsible for the performance of such subcontracted services.

20.2 Notice of Subcontracting

The Provider shall notify the Client of any subcontractors engaged for critical components of the Services.

21. Marketing Rights

21.1 Use of Name and Logo

The Provider may use the Client's name and logo in its marketing materials, case studies, and portfolio with the Client's prior written consent.

21.2 Promotional Materials

The Provider may request testimonials or feedback from the Client for use in promotional materials, subject to the Client's approval.

22. Insurance

22.1 Coverage

The Provider shall maintain appropriate insurance coverage, including general liability and professional indemnity insurance, during the term of this Agreement.

22.2 Proof of Insurance

The Provider shall provide proof of insurance upon the Client's request.

23. Exit Strategy

23.1 Transition Plan

Upon termination of this Agreement, the Provider shall cooperate with the Client to ensure a smooth transition of services.

23.2 Data Transfer

The Provider shall transfer all relevant data, documents, and deliverables to the Client in a mutually agreed format within thirty (30) days of termination.

23.3 Final Payment

The Client shall ensure all outstanding payments are settled prior to the transfer of any data or deliverables.

24. Governing Law and Dispute Resolution

24.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

24.2 Arbitration

Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in Augusta, Georgia, in accordance with the rules of the American Arbitration Association.

24.3 Legal Fees

The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorney's fees and costs.

25. Communication and Notices

25.1 Notices

All notices under this Agreement shall be in writing and delivered via email, certified mail, or courier to the addresses specified in the preamble of this Agreement.

25.2 Effective Date of Notices

Notices shall be deemed effective on the date of receipt if delivered by hand or email, three (3) business days after mailing if sent by certified mail, or one (1) business day after dispatch if sent by courier.

26. Relationship of Parties

26.1 Independent Contractors

The Provider and Client are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

26.2 No Authority

Neither party shall have the authority to bind or obligate the other party without prior written consent.

27. Public Announcements

27.1 Announcements

Neither party shall make any public announcement or issue any press release regarding this Agreement or its terms without the prior written consent of the other party, except as required by law.

28. Waiver of Consequential Damages

28.1 Waiver

Neither party shall be liable to the other for any consequential, incidental, indirect, special, or punitive damages, including but not limited to lost profits, loss of use, or loss of data, arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages.

29. Severability and Reformation

29.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

30. Assignment

30.1 Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that the Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

31. Survival

31.1 Survival

Any provision of this Agreement that by its nature is intended to survive termination or expiration of this Agreement, including but not limited to provisions regarding confidentiality, indemnification, payment obligations, and dispute resolution, shall survive any termination or expiration of this Agreement.

32. Force Majeure

32.1 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, pandemics, and governmental regulations.

33. Performance Review

33.1 Quarterly Review

Both parties agree to meet quarterly to review the performance of the services provided under this Agreement. During these reviews, the parties will discuss progress, address any issues, and make any necessary adjustments to the scope of work.

34. Feedback and Continuous Improvement

34.1 Feedback

The Client agrees to provide timely and constructive feedback to the Provider to facilitate continuous improvement in the services provided.

34.2 Improvement Plans

Based on the feedback received, the Provider agrees to implement improvement plans to enhance service delivery and performance.

35. Amendments

35.1 Amendments

This Agreement may only be amended by a written document signed by authorized representatives of both parties.

36. Entire Agreement

36.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings of the parties.

37. Counterparts and Electronic Signatures

37.1 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

37.2 Electronic Signatures: Electronic signatures shall be deemed valid and binding.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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January 5, 2025 4:23 pm EDT

Digital Marketing Service Agreement 01012025 Uploaded by Raymond Strippy - docAdmin@growthcatalystcrew.com IP 99.190.32.85