Subscription Agreement Terms and Conditions
Last modified: 01/01/2023
Service Agreement
This Service Agreement Order Form is between Rich Ventures Marketing (“Rich Ventures Marketing”) and the Company or Individual billed (“Client”) and is effective as of the “Order Effective Date” defined as the first date of subscription payment received.
This Service Agreement Order Form shall commence on the Order Effective Date and continue for twelve (12) months and shall automatically renew and extend for one (1) year terms unless the Client provides a thirty (30) day written notice (via email to hello@richventures.marketing) of the intent to not renew the Service Agreement.
Warranties. The Agency makes no warranties of any kind, expressed or implied, regarding the success or otherwise of different branding strategies or advertising campaigns in fulfilling the client’s business needs.
Marketing Execution and Strategy
By signing this Agreement and subscribing to a marketing service option, The Client admits and agrees to grant to the Agency unlimited and unfettered authority to independently take decisions as regards the project strategy and execution on its behalf. The Agency, in exercising this discretion, can make decisions, adopt ideas and take actions without the consent of the Client. The Client is fully responsible for every decision the Agency takes on its behalf, and therefore agrees to be stopped from suing the Agency for lack of performance or quality of the output of the marketing execution and strategy adopted by the Agency.
Unrestricted License for Content Creation and Publication. The Client grants the Agency the unequivocal right to create content and publish content on its behalf on social media and branding platforms. The Client agrees to grant the Agency full access to its social media accounts and other mediums of publication and share its passwords to those accounts where necessary.
Limitation of Liability. The Agency will discharge its responsibility under this agreement with due diligence and to the best of its liability, HOWEVER the client agrees to hold the Agency harmless and shall not hold the Agency responsible for any failure that might arise at any stage of the project planning, delivery and or execution. The Agency shall not be held responsible for the low performance of any marketing strategy or advertisement campaign. The Client agrees to indemnify, defend and hold the Agency harmless for all claims (whether valid or invalid, lawsuits, judgments, liabilities, damages, losses, costs and expenses of any nature – including attorney’s fees) that might arise during the discharge of the Agency’s duties and services to the Client. In no event and under no circumstance shall the agency be liable to the client, any employee, agent, or contractor of the client or any third party, for any loss of profits, loss of business, or indirect incidental, special consequential exemplary or punitive damages arising out of or related to any service agreement if the event is reasonably expected to occur based on the economic climate or other extraneous factors.
Termination. The parties hereto may terminate any Service Agreement and their respective obligations under such Service Agreement, either by:Mutual and written consent of the parties to terminate the agreement. The Agency, if the client defaults in paying to the seller as at when due as stated in this agreement.Either of the parties where the other party breaches the terms of this agreement and has been notified (15 days written notice) of such breach by the offended party and the erring party fails to rectify the wrong or fulfill its obligation, then the offended party can unilaterally terminate the agreement and shall be free of the obligations hereof.The Agency, with or without cause, upon (30) days written notice of intent to terminate the Client.
Relationship of the Parties
Neither any Service Agreement nor these General Terms and Conditions shall create, nor shall be represented by either party hereto to create, a partnership, joint venture, employer-employee, master-servant, principal-agent, or other relationship whatsoever between the parties.
Non-Compete and Confidentiality.The client agrees that it shall only engage the services of the Agency for its branding strategy.A Party receiving confidential information from the other Party shall treat this as strictly confidential and use this solely in connection with its rights and obligations under the Agreement.Confidential information may include all information and data concerning or pertaining to the Agreement, the Services, pricing, service levels, client data, and more generally, data concerning business operations, marketing, research, development, inventions, know-how, samples, product and service specifications, software, business relations, irrespective of the form in which this has been recorded or is provided.The obligation to treat certain information as confidential no longer applies if the receiving Party can prove that this information:is or becomes publicly available through no act or omission of the receiving Party;was already in possession of the receiving Party before the date on which it was issued by the disclosing Party;is available from a third party without this party being in default towards the disclosing party arising from a confidentiality clause by distributing the information to the receiving Party; orwas developed by the receiving party independently and without the use of the information of the disclosing Party.A court of competent jurisdiction demands access to such confidential information.The provisions of Clauses 7(c and d) shall continue to be effective after the expiration or termination of the Agreement.
Additional Work. The Client may occasionally require additional or amended services outside of the terms of this Service Agreement (collectively, “Additional Projects”). The Client will provide a detailed scope of work and labor quote for any Additional Project required by the Client. The Client will be charged accordingly for any of such additional work.
Cancellations and Refunds
All payments are made in-advance and are not refundable before the end of the subscription period. The Client hereby acknowledges and agrees that once the subscription fee is paid, the package already purchased cannot be canceled therefore no payment made under this agreement will be refunded or creditable, this non-refund policy is applicable even if the Client chooses to terminate this contract. The Client agrees that it is also not entitled to a refund even if they are unsatisfied with the outcome of the marketing and branding strategy adopted by the Agency on its behalf.
Governing Law and Dispute Resolution. Each Service Agreement and these General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. The parties hereto consent to submit to the jurisdiction of the Courts of the State of California any actions, suits or proceedings arising out of or relating to each Service Agreement or these General Terms and Conditions.
Severability. In the event that any provision of any Service Agreement or these General Terms and Conditions, or any word, phrase, clause, sentence, or other, provision thereof, should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner to make such Service Agreement or these General Terms and Conditions as modified legal and enforceable to the fullest extent permitted under applicable laws.
Force Majeure. In the event that either Party is prevented from performing, or is unable to perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant development, and (d) provides prompt notice of the end of such Force Majeure Event. Delays in fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely prevented by the Force Majeure Event.
Entire Agreement.
These General Terms and Conditions and each Service Agreement and other attachments thereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understanding, and negotiations, whether oral or written, between the parties hereto with respect to such subject matter.