This Contract is between user who purchases any marketing services (the “Client”)
and Quartz Digital Marketing (the “Contractor”).
- Marketing Services
1.1 The Client is hiring the Contractor to perform any of the following marketing services at any point of time:
– Website development
– Website Hosting
– Digital Graphics
– Social media
– Search Engine Optimization
– Email Marketing
– LinkedIn Lead Generation
1.2 Schedule. The Contractor will begin work on the date agreed upon. Deadlines are created within the project proposal, then used on a project management system to ensure they are reached.
1.3 Payment. The Client will pay the Contractor a pre-determined and agreed-upon rate each month for the services provided. Of this, the Client will pay the Contractor before work begins. This is a recurring monthly subscription for a total of (12) twelve months. Signing this contract will authorize credit card payments through stripe for the next twelve months. The payment amount is subject to change based on the marketing services provided.
2.1 Client Owns All Work Product. As part of this job, the Contractor is creating a “work product” for the Client. To avoid confusion, the work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Contractor’s Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The contractor allows the client permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Contractor’s Right To Use Client IP. The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor’s job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.
- COMPETITIVE ENGAGEMENTS. The Contractor can work with other third-party services to help leverage copywriting, graphics, and development services.
- NON-SOLICITATION. Until this Contract ends, the Contractor won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate. The Contractor promises that it won’t do anything in this paragraph on behalf of itself or a third party.
- INDEPENDENT CONTRACTOR. The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:
– The Contractor will use its own equipment, tools, and material to do the work.
– The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry out the work.
– The Client will not provide the Contractor with any training.
– The Client and the Contractor do not have a partnership or employer-employee relationship.
– The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
– The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
– The Contractor is responsible for its own taxes.
– The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor’s employees or subcontractors.
- Confidential Information
6.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.
6.2 The Client’s Confidential Information. While working for the Client, the Contractor may come across, or be given, confidential Client information. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other private information. The Contractor promises to treat this information as if it is the Contractor’s confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may also use the information for that purpose. When this contract ends, the Contractor must give back or destroy all confidential information and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party unless the Client first gives the Contractor written permission. The Contractor must follow these obligations even after the Contract ends. The Contractor’s responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it, and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.
6.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Company hereby engages Provider and Provider agrees to render at the request of Company, advertising services (“Services”) as set forth in the preceding proposal document and other statements of work which may be added hereto by way of modification to this Agreement (“Statement of Work”), all of which are incorporated herein and form a part hereof. Services shall be ordered by the Company’s issuance of purchase orders that incorporate this Agreement by reference and / or statements of work that incorporate this Agreement by reference or are otherwise added to this Agreement by way of modification hereto. Provider shall provide the Services in a diligent and professional manner and in no event later than any scheduled completion dates set forth in the Statement of Work or the terms of any purchase order. Time is of the essence for this Agreement and any purchase orders and / or statements of work issued hereunder.
The term of this Agreement shall commence on the Effective Date and continue until otherwise modified by mutual, written agreement of the parties or terminated as set forth herein. Notify 30 days in advance to take proper precautions within accounts. Subscription will end once notified of termination.
- Compensation & Payment
As consideration for the Services, within the payment terms stipulated herein, the Company shall pay Provider at the rates or in accordance with the milestone payment schedule set forth on purchase order(s) issued by Company or in the Statement of Work, for such Services as are actually rendered by Provider and accepted by the Company. Payments must be made before services begin. Services may pause until payment is received. Payments are subscription-based and will automatically be pulled out of the account at the beginning of each month. If your company is paying for digital advertising, then that is billed separately on your advertising account.
Once payment is received, there will be no refunds from Quartz Digital Marketing to the Client. Payment is due in full or in partial at the beginning of each project based on proposal given before each project. If the client is unsatisfied with the work, we will do our best to meet a resolution as an experienced and professional team. It takes many moving parts to create a massive return on investment, since we create content and are platform experts, we are committed to reaching your goals through strategies we know work to make your online presence up to par technically on the back-end and front-end of the platforms used.
Each party shall receive in confidence (“receiving party”) from the other party (“disclosing party”) and treat as confidential all technical information, business/financial information, management information, and documentation which (i) is stamped or otherwise marked as being confidential or proprietary, whether in written or electronic form, (ii) pertains in any way to such party’s (or its affiliates) business plans or methods, or (iii) otherwise is not generally known by others, and under the circumstances of the disclosure, the disclosing party had a reasonable expectation that the receiving party would know that the information is confidential or proprietary (collectively, “Proprietary Information”). Information that is disclosed orally or visually to a receiving party shall also be deemed Proprietary Information if the disclosing party identifies such information as proprietary at the time of disclosure and, within thirty (30) days after such disclosure reduces the subject matter of the disclosure to writing and submits it to the receiving party.
A receiving party shall hold Proprietary Information received from the disclosing party in confidence, shall use such information only for the purpose of and in accordance with this Agreement and shall not further disclose such information to any third party without the prior written approval of the original disclosing party. The obligation to protect the confidentiality of Proprietary Information shall extend for a period of five (5) years following a party’s receipt of Proprietary Information.
The restrictions of this Section shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement, (ii) that is published or becomes generally available to the public without breach of this Agreement, (iii) known by the receiving party prior to the time of disclosure, (iv) independently developed by the receiving party without resort or access to the Proprietary Information; or (v) that the disclosing party has approved for further release by the receiving party.
Proprietary Information shall remain the property of the disclosing party and shall be returned or destroyed upon written request or upon termination or expiration of this Agreement. Receiving party may retain in the files of its legal counsel for archival purposes only, one copy of all written materials returned.
This Contract ends once the client decides to no longer use the services. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed.
Company may terminate this Agreement, or any Services to be performed hereunder, in whole or in part, without cause and for its own convenience, by providing Consultant written notice of termination at least seven (7) days in advance, specifying the extent to which the Agreement is so terminated and the date upon which such termination becomes effective. Company shall have no liability for such termination except for liability for Services rendered or expenses incurred by Consultant in accordance with this Agreement prior to the effective date of such termination and for which payment has not been made. Quartz Digital Marketing is not obligated to refund any amount.
Upon termination of this Agreement, Consultant shall return to Company all copies of any Company data, records, or materials, of whatever nature and regardless of media. Consultant shall also furnish Company with all work in progress or portions thereof. Within thirty (30) days following termination or expiration of this Agreement, Consultant shall submit to Company a termination proposal detailing the work completed and accepted by Company and the proposed value of such completed and accepted work.