The client (hereinafter “client”) hereby agrees to marketing services from Sooner Marketing Solutions, LLC (hereinafter “Sooner Marketing”) including, but not limited to, Search Engine Optimization (hereinafter “SEO”), Web Design, Graphics Design, Photography, Video Production, Software Creation, Email Marketing, Autoresponders, Optin Plugins, Lead Capture Code or Pages, Landing Pages, Squeeze Pages, PPC, CPM, Adwords, CPA, Pay for Traffic, Search Engine Marketing, Social Media Marketing, Business Consultation, In Bound Marketing, Analytics, Traffic Funnels, Online Advertising, Ad Creation/Management and Lead Generation.  Client acknowledges and agrees to purchase marketing services, consultation, and business expertise from Sooner Marketing, and has no management or control of the services provided.  Client does have ownership of the content deemed final deliverables created by Sooner Marketing on behalf of client, but agrees to and releases rights, including client’s name and image, to Sooner Marketing to reuse content or publicize content without permission from client.

Definitions

Agreement means this Marketing Service Agreement (hereinafter “contract” or “agreement”), and any attached project proposal or amendment to this contract. Parties means Sooner Marketing and the Client signed on to this agreement (hereinafter “the Parties” or “Parties”). Project means the work product and scope and purpose and deliverables of marketing services as describe in this agreement or attached proposal by Sooner Marketing on Client’s behalf, or any content created or amended or directed by Sooner Marketing within the scope of marketing services as reasonable and common for the marketing industry. Services means all services and work product and consultation and advice provided to client by Sooner Marketing as defined by this agreement or attached proposal or is within the scope of marketing services as reasonable and common for the marketing industry. Deliverables means the services and work product specified in this agreement or attached proposal or within the scope of marketing services as reasonable and common for the marketing industry to be delivered by Sooner Marketing to Client. Client Content means all materials, writings, images or other creative content provided by Client used in preparing or creating the Deliverables. Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including but not limited to stock photography, web themes, computer code, videos or illustrations. Tools means all design or marketing tools developed and/or used by Sooner Marketing in performing the Marketing Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. Entire Agreement:  This contract when signed by both the client and Sooner Marketing (hereinafter “Parties”) shall be executed and deemed original and immediately effective and binding.  No other provisions or statements whether written, electronic or oral are considered part of this agreement unless specifically agreed to and signed by the parties and attached to this contract as an amendment or marketing proposal. Severability:  This contract represents the mutual agreement of the parties, and if any part is held by a court of law of competent jurisdiction to be invalid or unenforceable, the remaining provisions herein shall continue to be fully effective. Successors/Heirs/Assigns:  This contract shall inure to the benefit of, and shall be binding upon, the assigns, successors in interest, personal representatives, executors, estate, heirs, legatees, agents and related entities of each of the parties. Fees & Expenses:  Client agrees to pay Sooner Marketing the fees listed in this agreement or attached proposal, including any and all applicable taxes.  Client will pay Sooner Marketing’s incidental and out-of-pocket expenses including but not limited to travel mileage and expenses beyond 50 miles including airfare, hotel and vehicle rentals, meals, tolls, equipment rentals or leases, supplies, etc. Additional Costs:  Pricing in this agreement or attached proposal includes only design and consulting fees by Sooner Marketing and not any other costs such as hosting, online storage, software, art licensing or photography, and will be billed to client. Late Fees: Client has 15 days to pay all due invoices before becoming past due. Once an invoice is past due a late fee of 10% is assessed to the total outstanding balance, increasing by 10% per month, not to exceed twice the amount originally due.  Payment: Client is responsible for payment of all services provided by Sooner Marketing. All clients will be required to submit a method of payment such as a major credit or debit card to have on file with Sooner Marketing at time of signing any agreement. Payment information must be filled out completely. You grant Sooner Marketing permission to charge your payment method for any and all services you request and any renewals thereof. You agree to allow Sooner Marketing to place your account on a recurring payment plan if applicable. Your account will automatically be billed according to the terms of the plan you select. Sooner Marketing will not perform work, or any additional work, until payment is collected.  All fees are non-refundable and are due on or before the payment due date. Upon execution of this agreement, all service(s) will be charged to the payment method on file, unless another form of payment is received, prior to ordering. If Sooner Marketing chooses to extend credit for services, payment terms are set as a NET from your receipt of invoice and interest will be applied to any past due amounts in accordance with this agreement. Lack of Payment: In the event that Client does not pay, all benefits incurred by client from Sooner Marketing will cease. Client understands and agrees they have no ongoing benefits or legal claim to marketing services in the event that payment is not received. Hosting: Sooner Marketing is not in the business of hosting websites or online content.  All digital content delivered to client is the client’s responsibility to host online either themselves or via a third party provider.  Any client content stored or hosted on Sooner Marketing’s computers or servers or third party host will incur a small fee to be billed to client.  Further, client acknowledges to hold harmless Sooner Marketing, and its heirs and assigns, from any damage real or perceived due to, but not limited to, hosting, hacking, malware, trojans, online activity or third parties. Project Scope: Client acknowledges that any payment of services is an acknowledgment of services received, and further that services performed or delivered are within the scope of client’s project and this agreement.  Changes requested by client which are deemed minor by Sooner Marketing are included within the terms of this agreement.  Changes requested by client which are deemed major by Sooner Marketing may be billed to client in addition to and beyond the terms of this agreement.  Sooner Marketing may decline to make certain changes requested by client which are not in the best interest of either party as decided by Sooner Marketing.  Disclaimer: Client acknowledges Sooner Marketing makes no claim to the exact position on search engines that the website or online content will rank for. Client acknowledges that content placed online is subject to the terms and policies of outside third parties and may not perform in a manner intended by or for the benefit of either party. Sooner Marketing assumes no responsibility for damage to computers, electronic devices or software of the client or visitor/s or any person the visitor subsequently communicates with from corrupting code or data that is inadvertently passed to the client or visitor’s computer, electronic devices or software.  Client and visitor/s forever waive all right to claims of damage of any kind based upon use of client’s content, including but not limited to the website, landing page, marketing campaign, ad campaign, written or electronic communication, or data in any form whether intentional or unintentional, physical or emotional, foreseeable or unforeseeable, whether personal or business in nature. Breach:  In the event of breach of contract, contract dissolution, or contract expiration, client acknowledges and forfeits any right to ongoing marketing services by Sooner Marketing or its agents or affiliates.  In addition client’s untimely failure to pay, may terminate the contract at Sooner Marketing’s discretion.  In the event of breach, client is obligated to pay any remaining costs or fees, as well as penalties, associated with the marketing services or this agreement.  Sooner Marketing may close or abandon or terminate any marketing channels or accounts with third parties setup on behalf of or for the client’s benefit. Indemnification:  Client agrees to pay for any damage he/she might cause to the property or services of Sooner Marketing including but not limited to a marketing campaign, landing page, website, hosting, data storage, social media accounts and promises to reimburse any and all fees and costs resulting from repair or restoration or clean up, and any legal proceedings based upon this agreement.  Client acknowledges that any disparagement or negative reaction in regards to Sooner Marketing or its services should be immediately communicated to Sooner Marketing, which is allowed reasonable time to address, and should not be shared online or publicly in any form.  And in the event of any sharing of disparagement or negative reaction by client or its agent, client will be liable for penalties in the amount of at least, but not limited to, three times the amount listed as payment in this agreement or attached proposal.  Client agrees to indemnify and hold harmless Sooner Marketing from any and all losses, claims, damages and liabilities arising from the services, work product or consultation of Sooner Marketing. Mediation:  Client agrees that in the result of a dispute or claim against Sooner Marketing client will attend and comply with mediation proceedings by Jeff Burritt in Tulsa County Oklahoma or Sooner Marketing’s appointed mediator.  Any and all disputed issues will be resolved and consider binding, with limited rights or appeal by the mediator.  The prevailing party shall be reimbursed by the other party for any and all costs associated with the dispute including mediation or arbitration, attorney fees, collection fees, investigation fees and travel expenses. Jurisdiction/Venue/Applicable Law:  In all other circumstances, the jurisdiction and laws of the State of Oklahoma shall apply.  And in the event of litigation, the court shall be the closest to Sooner Marketing’s primary address.  The client waives any jurisdictional or venue defenses available, and consents to service of process by mail.  The prevailing party shall be entitled to recover its attorneys’ fees and costs, collection fees, investigation fees and travel expenses.  In the event the client shall prevail recovery of fees and costs is limited not to exceed the amount paid to Sooner Marketing for services. Exclusivity:  This agreement does not create an exclusive relationship between the parties, unless otherwise agreed to in writing and attached to this agreement. Headings:  Headings used in this agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect.

Our Policies to Guarantee Your Project & Marketing Success

We are excited to work with you, and are 100% focused on creating a strong relationship with you as we help you develop an inbound marketing engine that gets you results.  As we’ve worked with clients over the years, we’ve learned what works well to support project success. This document identifies the guidelines and policies of how we work best with clients and what we’ll need from you.

WEBSITES

Copy, Revisions & Approvals: This is to confirm an agreement for the Installment payment of website creation. You must sign and return enclosed with a copy of this letter indicating admission of the full amount of the account and acceptance of the terms of our agreement.

Background Materials Supplied by You: The copy and content we write is based primarily on background material provided by you, the client. Depending on our project, helpful materials for you to send us include items like brochures, product and service information, back issues of newsletters, market research studies, testimonials from satisfied clients, complaint letters, examples of competitors’ materials, inventory for online stores, etc. We may also conduct interviews with you, your employees, or other members of your team as required to develop premium content offers and inbound campaign blog posts. If you need us to do extensive research outside of the materials you provide in order to create original content, there may be an additional fee to be quoted separately. Background material that you send to us in preparation for the project will not be returned to you unless specific arrangements have been made in writing prior to the project.

Edits/Revisions & Content Optimization (Further Known as Support): Your project fee includes the number of revisions within your website development package, unless the revision is based on a change in the assignment made after copy is submitted (which requires a Change Order).

  • Turnaround time for minor revisions is on average 2-3 business days
  • Turnaround time for major revisions is on average 5-7 business days

If additional revisions are needed for either copy or concepts, an additional fee may apply.

Change Orders: If a change of direction requires significant additional hours, a Change Order will be issued to amend the original agreement, based on the new direction. If changes in concept direction, format, or content come after strategy, copywriting, and/or design have been completed, a Change Order will be issued and updated strategy or rewriting will be charged at an additional fee.

Copy Legality: Every effort will be made to make your copy comply with the law. However, it is your responsibility to submit all copy for legal review if needed. You are also responsible for final proofreading of all the copy.  You are absolutely indemnifying Sooner Marketing Solutions from any and all losses, claims, damages, and liabilities, which may arise from the use of the work, including but not limited to any and all instances of inclusion or omission.

MARKETING

Social Media: In order for us to schedule out your social media posts in advance, we ask that by the 20th of every month you send us information on new products/services, big or small events that have or will be occurring with the business, etc. We will then create the scheduled posts within 5 business days for your approval if you wish to approve, to finalize by the end of the month. Failure to approve posts by the 20th will result in us posting accordingly. If nothing is sent over by the 20th we will generate posts and pictures.

Email “Blasts”: Emails are created and sent within 3 business days on average. We ask that when an email link is sent to you as the client, that you review and send your feedback the same day. After 24 hours of no response, your email is subject to sending or could miss its due date & time. Solution details will be provided in the Marketing Strategy & Game Plan Document.

Blogs & Blogging: We will send blog copy(s) to you 48 hours in advance of publication, including information about the cutoff date and time for incorporating your feedback.  We request that you review the copy and let us know of any changes or revisions within that timeframe; if we don’t hear back from you, we will publish the blog as scheduled.  Blogs are created and sent within 3 business days on average. We ask that when a blog link is sent to you as the client, that you review and send your feedback the same day. After 24 hours of no response, your blog is subject to publishing or could miss its due date & time. Solution details will be provided in the Marketing Strategy & Game Plan Document.

Copy Legality: Every effort will be made to make your copy comply with the law. However, it is your responsibility to submit all copy for legal review if needed. You are also responsible for final proofreading of all the copy.  You are absolutely indemnifying Sooner Marketing Solutions from any and all losses, claims, damages, and liabilities, which may arise from the use of the work, including but not limited to any and all instances of inclusion or omission.

MEETINGS

Meeting Logistics: Monthly meetings are by telephone or email reports on either the 10th or 15th. Quarterly meetings are preferred to be in person. For our telephone meetings, we will call you at our prearranged time; we’ll ask you for the best number to reach you at the time we schedule our meetings.

Meeting Start and End Times: To support our effective working relationship, our meetings are designed to start and end on time. If we’re in the middle of something at the end of our scheduled time, we’ll assess at that time whether we’ll run late, resume during the next scheduled call, or use email to reach completion.

If You’re Running Late for a Meeting: If you are not available to begin promptly at our scheduled meeting start time but are still able to begin before our scheduled meeting end time, we will use whatever minutes may remain; however, please understand that the meeting will still end at the designated time.

Meeting Reschedule Policy:  Because the scheduling of a meeting involves reservation of a time set aside specifically for you, we ask for a minimum of 48-business-hour notice by email to reschedule.  If you have an emergency, such as an illness or accident, and you need to reschedule less than 48 business hours in advance, please let us know by email right away (if at all possible) and we will work with you to reschedule. An emergency is NOT a last minute schedule change, unanticipated guests, being unexpectedly busy that day, lack of being prepared for our meeting, forgetting the time, or another meeting running late, for example.

Contact Between Scheduled Meetings & Phone Calls: If you wish to connect with us in between scheduled meetings with a question, a challenge, a success, or an inquiry, please feel free to email us at any time. We will make every attempt to respond to your e-mail within 24 hours; we will also offer short touch-base phone calls if needed. If there is an emergency please call or text the office at (918) 609-3248. Please respect the times of our Marketing Leaders in the aspect that their after hours time is for family and leisure, unless they’ve said otherwise.

Problems, Concerns, or Questions: We are 100% committed to your success. If you feel there is some part of our working relationship that isn’t supporting you the way you want or need, or if you want to clarify something, it is your responsibility to say so. We appreciate, respect, and value your honesty, and we will work with you to resolve the situation.

 

The client fully understands this is a binding legal contract between client and Sooner Marketing, effective as of the date notified to you via email.

CEO
Sooner Marketing

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