General Marketing Contract
This General Marketing Contract (hereinafter referred to as the “Contract“) is made and entered into on date (hereinafter – the Effective Date) of signing the Order form (hereinafter – the Order)
By and Between
Componenta One Inc (hereinafter referred to as the “Company”) has its registered office in the USA, state of New York, Brooklyn,2381 Ocean Avenue, ap 2C, zip code 11229, and;
Client (hereinafter – the Client) who applies and sign the Order, that agrees to use Company services, that is an integral part of this Contract.
The Company and Client are individually referred to as “Party” and collectively as “Parties”.
WHEREAS the Client wishes to engage the Company to market, promote, and sell its product, and the Company agrees to provide the same according to the terms and conditions of this Contract.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the adequacy and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Terms and Conditions
The following terms and conditions shall prevail under any circumstances.
1. Scope of Work
During the term of the Contract, the Company shall perform services for the Client in connection with the planning, provision, research, advertising, marketing, consulting, and/or digital marketing services. The Company shall provide the following services (“Services”) to the Client:
– Briefing and basic analysis, basic marketing research (free): ads and promotions
– Ads targeting and set up;
– One-time deep marketing research: order funnels, promotions, user acquisition patterns, etc;
– Media content creation (optional) paid separately;
– Marketing consultation and briefings (free during the first month);
– Reporting google analytics, statistics, basic metrics.(first month free unlimited, starting from the 2 month: free on weekly basis ;
– Coordination. Both Parties agree to conduct Weekly meetings to coordinate and discuss any upcoming tasks related to this Contract. (the first month is free unlimited)
If the Client wishes to assign additional projects to the Company beyond the Services outlined in the scope of work, the Company agrees to accept such projects only upon an additional compensation to be paid to the Company.
This Contract shall start on the Effective Date and shall continue for 6 months unless otherwise extended with the mutual agreement of both the Parties.
The client agrees the term of this agreement will be 6 months. The agreement will automatically renew 6 months from the date the agreement is signed unless a written
notice in accordance with point 11.
The actual price for Services is available via link https://comp1nenta.com/pricing and the Client, by signing the Order, confirms that he is familiar with and agrees with it.
The Client agrees to pay the proposal price each month for services with prepayment in amount of 50% for initial term of this agreement. Services will be billed a month-due term, and payments will be due on the first day of the month. The company has the right to terminate the agreement with a seven-day notice in the event the services are not paid for by the client.
Pricing is based on the current scope of work. In the event, additional services are required or there is a a major change in the scope of work, then Company reserves the right to adjust our pricing.
3.1 Additional Services: The Company may provide additional services including but not limited to training, photography or video services based on the client’s request. The company will do this via the services listed in Prices page located at https://comp1nenta.com/pricing
3.2 Content: The Client agrees to provide all content required (text, articles, photos, graphics, videos, etc.) for the support of the Company’s efforts.
3.3. Additional Tools/Software & Cost: The Company may require certain tools/software/services to support our efforts. Client agrees to be responsible for all cost one time or monthly for such tools/software.
The Company agrees that it will not purchase or subscribe to such software without pre-approval from the Client.
4. Intellectual Property Rights
All intellectual property rights arising out of the Services rendered to the Client exclusively shall become the property of the Client upon completion of payment to the Company.
All rights, title, and interest that the parties owned prior to the Effective Date, that is created, developed, or used in the performance of this Contract, shall at all times remain owned by the respective parties.
4.1 Ownership to Deliverables: The company or its partners retain the intellectual rights to all items
previously owned by Company, including items and marketing settings, that could have been delivered to the Client, but were initially not included in the scope. Client retains the rights to all deliverables that are not marked as Company property. Items that are not specifically transferred to the Client will remain the property of their respective owners. The company may choose to give the Client a one-time lifetime license for use of any of its intellectual property.
For the term of this Contract, the Company shall have the exclusive rights to perform the acknowledged services with the means of their implementation to market the product/services of the Client without interference from third parties
The Client shall grant the Company, a non-exclusive, non-transferable, royalty-free license to use the Client’s trade names, logos, trademarks, etc. to perform the Services.
The Client acknowledges that the Company, in the rendition of the Services hereunder, may engage third-party suppliers and subcontractors (“Subcontractors”) from time to time to provide certain services.
8. Representations and Warranties
The Company hereby represents to have the expertise, knowledge, experience, and all the mandatory licenses, certificates, and permits needed to render the said Services.
Both Parties agree to uphold all the laws and legal requirements of the state of NY.
In addition, the Company shall conform to moral, ethical, and relevant professional standards pertaining to the delivery of Services in course of executing all the obligations and Services under this Contract.
The Company warrants to render the said Services in the most efficient and timely manner.
The Company shall take special care that all the roles and responsibilities undertaken as per the terms and conditions of this Contract are executed while providing the Services.
The Client acknowledges that the Company shall not be held responsible for any hindrance which is out of the scope and responsibility of the Company to control or avoid.
The Parties to this Contract agree that each shall treat all information as confidential provided by a Party to the other during the term of this Contract. All confidential information provided by a Party hereto shall be used by the other Party solely for the purposes of rendering services according to this Contract and, shall not be disclosed to any third party without the prior consent of such providing Party.
Either Party may terminate this Agreement during the Term: (a) effective upon providing thirty (30) days prior written notice (ten (10) days with regard to the payment of Fees), if the other Party breaches or violates any of its material obligations outlined in this Agreement, and fails to cure such breach or violation within thirty (30) days (ten (10) days with regard to the payment of Fees) after receiving written notice of such breach or violation from the other Party; or immediately if the other Party undergoes a bankruptcy or otherwise becomes subject any other insolvency proceeding. Additionally, either Party may terminate this Agreement by providing written notice to the other Party of non-renewal thirty (30) days prior to the end of the Initial Term or any Renewal Term, as applicable.
Upon notice from the Company that a User or Partner of Customer is in violation or breach of the terms of this Agreement, Customer will immediately terminate such User’s or Partner’s use of the Services and Items. Customer agrees that if any User, Partner, or Customer, uses the Application in any manner that violates any applicable law, ordinance, rule, regulation or treaty, jeopardizes Company’s network connection, and/or jeopardizes Company’s business in any way, in each case as determined by Company in its sole discretion, this Agreement and Customer’s use of Services may be immediately suspended, or terminated, by Company.
Upon termination of this Agreement: Customer shall: (a) discontinue, and shall ensure that each User and Partner discontinues, all use of the Application; and (b) except as prohibited by applicable law or legal process, return or destroy the Confidential Information of Company and all copies thereof to Company. In addition, Customer shall be liable for all Fees (if any) incurred prior to the effective date of termination and shall not be entitled to a refund of any fees paid by Customer prior to the date of termination. Company shall: (a) except as prohibited by applicable law or legal process, return to Customer or destroy the Confidential Information of Customer and all copies thereof; (b) return all content in Company’s possession and all copies thereof to Customer; and (c) to the extent applicable return or destroy Customer Personal Data.
Upon expiration or termination of this Contract for any reason, each party shall promptly return to the other party all documents and other material containing confidential information.
The Client agrees to indemnify the Company from and against any claim, damages, cost, loss, expense, or any kind of liability arising out of or in connection with this Contract for any act or non-performance of an act by the Client as per the terms and conditions herein.
12. Limitation of liability
Neither Party shall be liable to the other party for indirect, special, or consequential damages arising out of this Contract hereunder, including but not limited to loss of profits or equipment, or other costs. WHEREAS, the parties acknowledge that the internet is neither owned
nor controlled by any one entity; therefore, the Company can make no guarantee on the results that may
be provided as a result of our work. The company represents that in good faith it shall make every effort to
ensure that the client’s digital marketing is successful and leads are generated as a result of our
Company 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 the Client.
In no event, will the Company 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 Company has
been advised of the possibility of such damages.
14. Relationship of Parties
The Client hires the Company as an Independent Contractor under this Contract. The Client and the Company shall not establish any partnership, joint venture, or employer-employee relationship.
15. Managing Client’s Internal Resources
Client agrees that Company 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, media and content, etc.).
The client agrees that all mutually acknowledged digital resources will report to Company on an as-needed basis to implement the program effectively.
Assignability: Neither Party may assign this Contract or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Governing Law: The Parties agree that this Contract shall be governed by the laws of USA. In the event the Parties do business in different states, this Contract shall be governed by the laws of NY state.
Amendments: No modification or waiver of the provisions of this Contract shall be valid or binding on either Party unless in writing and signed by both Parties.
Force Majeure: Neither of the Parties will be liable for failure or delay to perform obligations under this Contract, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable Party.
Entire Contract: The Parties acknowledge that this Contract sets forth and represents the entire contract between both parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.
Notices: Any notices required or permitted by this Contract shall be in writing and delivered by certified mail or courier to the mentioned addresses of the Parties respectively.
Work Credit: The client agrees to allow the company to use the client’s name and website for a company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Company’s services to other companies.
Acceptance and Signature
IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above.
April 21 2023