KEYCHAIN LLC
MARKETING SERVICES AGREEMENT
This Marketing Services Agreement (“Agreement”) is entered into on this ______________________ (“Effective Date”), by and between Keychain, LLC, a North Carolina corporation with its principal place of business at 111 W Lewis St, Greensboro, NC 27406 (“Company”), and ___________________________________, with its principal place of business at __________________________________ (“Client”). Company and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. SCOPE OF SERVICES
1.1 Services Provided
Company agrees to provide marketing services to Client, which may include but are not limited to:
- Lead generation
- Website modifications and optimizations
- Google Business Profile enhancements and management
- Lead qualification engine setup
- Lead management system implementation
1.2 Access Requirements
- Client shall provide Company with access to relevant business assets (e.g., website, hosting services, Google Business Profile) within three (3) business days of the Effective Date. (access to these assets is optional)
- Failure to provide necessary access within this timeframe does not alter the payment obligations under this Agreement.
- If access is not provided within three (3) business days, Company reserves the right to adjust deadlines and timelines without penalty.
- Onboarding Form. Client must complete and return Company’s onboarding form, with all requested information, prior to Company commencing any work. If Client fails to complete the onboarding form, Company may delay the start of Services—but Client’s billing obligations will continue uninterrupted and no fees will be paused or suspended.
1.3 Service Commencement
Company will begin building out Services within five (5) business days of receiving full access credentials and the completed onboarding form from Client. Services will be built out within two (2) weeks from the date of receiving all onboarding materials.
1.4 Lead Generation Timeframes and Disclaimers
- Website-Only Leads. If lead generation is performed solely through websites built by Company, Client acknowledges it may take approximately four (4) to six (6) months from the date all of the Client’s assets are built to generate a significant volume of traffic and leads.
- Website + Google Business Profile Management. If Company is also managing Client’s website and Google Business Profile, Client acknowledges it may take approximately two (2) to four (4) months from the Effective Date to generate a quantity of leads.
- Estimates Only. These timeframes are estimates and are not guarantees. Company makes no warranty regarding search-engine ranking, traffic volume, lead volume, or timing of results, and has no control over external factors (e.g., Google algorithms).
- No Refunds. There are no refunds or credits if Company does not generate any leads within any specific period.
2. FEES AND PAYMENT TERMS
2.1 Subscription Fee
Client shall be responsible for subscription payments of $449 per month. Cancellation requires thirty (30) days’ written notice sent to accounts@keychainai.com.
2.2 Pay-Per-Close Fee (7% Fee)
- In addition to the subscription fee, Client agrees to pay Company 7% of the total value of each job successfully closed as a result of the marketing services provided.
- A job is considered “closed” once Client receives the first cash payment (deposit or final payment) from the end-customer.
- The 7% fee is calculated on the gross cash collected minus taxes.
- Company will invoice Client for the 7% fee after Client receives payment from the end-customer, and such invoice shall be paid within five (5) business days of receipt.
2.3 High-Volume Transactions
If Client’s total payments to Company exceed $5,000 within a 30-day period, Client agrees to switch to ACH billing to avoid additional processing fees. If a client wishes to stay on credit card processing, they may be assessed a 3.5% fee per transaction.
3. LEAD MANAGEMENT
3.1 Lead Quantity Control
- The Client may update their target area and services they wish to work in using our lead management portal.
- Lead preferences may be updated every 24 hours through the Company’s dashboard or by written notice.
3.2 Close Rate Requirement
- Company expects Client to maintain at least a 20% close rate on the leads delivered.
- If Client’s close rate, calculated over a rolling 30-day period, falls below 20%, Company reserves the right to cease delivering additional leads until Client can make adjustments to their sales process.
4. INTELLECTUAL PROPERTY
4.1 Company Property
- All domains, additional websites, and marketing assets purchased or created by the Company remain the sole property of Company, except as outlined below in Section 4.2.
4.2 Client Property
- Client retains ownership of all pre-existing domains, websites, and other assets they owned prior to signing this Agreement.
- Any improvements made to Client’s pre-existing assets remain Client’s property.
- If the Company purchases a domain or website specifically using the Client’s brand name, the Client shall retain ownership of that branded asset in the event of termination.
5. CONFIDENTIALITY
Both Parties agree to keep proprietary or confidential information of the other Party confidential for two (2) years following the termination or expiration of this Agreement.
6. LIMITATION OF LIABILITY
6.1 Cap on Liability
Company’s total liability shall not exceed the fees paid by Client in the past 12 months.
6.2 Indemnification
Each Party indemnifies the other against claims arising from negligence, willful misconduct, fraud, or failure to perform obligations under this Agreement.
7. TERM AND TERMINATION
7.1 Term
- This Agreement shall commence on the Effective Date and continue for the duration of the subscription term (monthly or annual) chosen by Client.
- For monthly subscriptions, the Agreement continues on a month-to-month basis unless terminated as provided herein.
7.2 Termination
- For the monthly subscription, either Party may terminate the Agreement by providing thirty (30) days’ written notice to the other Party, with cancellation notice sent to accounts@keychainai.com.
- For the annual subscription, termination terms will be governed by the annual subscription policy as set forth on the payment page.
- Upon termination, Client remains responsible for all outstanding fees and any pay-per-close amounts accrued up to the effective date of termination.
8. MISCELLANEOUS
8.1 FORCE MAJEURE
Neither Party shall be liable for delays or failures to perform due to events beyond their reasonable control (e.g., natural disasters, war, governmental actions). If a Force Majeure event continues beyond thirty (30) days, either Party may cease performance after good-faith communication.
8.2 DISPUTE RESOLUTION AND GOVERNING LAW
8.2.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Travis County, Texas.
8.2.2 Jurisdiction
Any disputes arising under or related to this Agreement shall be resolved in the state or federal courts located in Travis County, Texas.
8.2.3 Mediation
Before filing any litigation, the Parties agree to attempt to resolve disputes amicably via mediation with a mutually agreed-upon third-party mediator.
8.3 SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.4 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, understandings, or communications.
8.5 NOTICE REQUIREMENTS
8.5.1 Method of Notice
All notices under this Agreement must be in writing and delivered via certified mail or electronic mail to the addresses specified below:
Certified Mail:
Keychain, LLC
111 W Lewis St
Greensboro, NC 27406
Email: accounts@keychainai.com
8.5.2 Specific Timeframes
• Any notice regarding cancellation for the monthly subscription must be provided at least thirty (30) days in advance.
8.6 AMENDMENTS
Any modifications to this Agreement must be provided in writing at least fourteen (14) days prior to implementation and must be agreed upon by both Parties in writing.
8.7 ASSIGNMENT
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
8.8 INDEPENDENT CONTRACTOR STATUS
Company is an independent contractor and is not an employee, agent, or partner of Client.
8.9 WARRANTIES AND DISCLAIMERS
8.9.1 No Warranty
Company makes no warranties, express or implied, regarding the Services, including but not limited to warranties of merchantability or fitness for a particular purpose.
8.9.2 Client’s Responsibilities
Client is responsible for ensuring compliance with applicable laws and for the accuracy of all materials or information provided.
8.10 DATA PROTECTION AND PRIVACY
Company shall take reasonable measures to protect Client’s data but does not guarantee absolute security against all threats.
8.11 USE OF CLIENT’S TRADEMARKS AND MATERIALS
Company will obtain written consent from Client before using Client’s name, trademarks, or likeness in any testimonials or promotional materials.
8.12 SERVICE LEVEL AGREEMENT (SLA)
Company agrees to maintain the availability of Services at least 98% of the time, excluding scheduled maintenance or unforeseen outages.
8.13 COMPLIANCE WITH ANTI-SPAM LAWS
Company will make all reasonable efforts to comply with current anti-spam laws, including the CAN-SPAM Act and TCPA, and shall not be held liable for compliance issues arising from changes in legislation not yet implemented.
8.14 HEADINGS
Section headings in this Agreement are for reference only and do not affect interpretation.
8.15 SURVIVAL OF TERMS
Provisions relating to confidentiality, intellectual property rights, limitation of liability, and other terms which by their nature should survive termination shall remain in effect following any termination or expiration of this Agreement.
8.16 ELECTRONIC SIGNATURES
This Agreement may be executed electronically. Electronic signatures are deemed original and binding.
IN WITNESS WHEREOF
The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
COMPANY
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
CLIENT
By: ________________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________