This Marketing Services Agreement (“Agreement”) is entered into on this _ day of , 20 (“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.”
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. • Failure to provide necessary access within this timeframe does not pause payment obligations or otherwise alter the terms of this Agreement. • If access is not provided within three (3) business days, Company reserves the right to adjust deadlines and timelines without penalty. 1.3 Service Commencement Company will begin services within five (5) business days of receiving full access credentials from Client.
FEES AND PAYMENT TERMS 2.1 Deposit • Upon executing this Agreement, Client shall pay a one-time deposit of $2,000 (“Deposit”). • The Deposit shall be credited toward the 7% fees owed on the first closed jobs until it is fully depleted. 2.2 Pay-Per-Close Model (7% Fee) • Client agrees to pay Company 7% of the total value of each job they successfully close that originated from the marketing services provided by Company. • A job is considered “closed” once the Client receives a deposit or a first payment from the end-customer, whichever comes first. • Total value is defined as the gross amount the Client’s end-customer agrees to pay for that job (excluding taxes). 2.3 Invoicing & Reporting • Client Responsibility: Client must enter the total value of each closed job into the CRM (or other system designated by Company) within five (5) business days of closing the sale. • Invoice Issuance: Company will issue an invoice for the 7% fee based on the job amount reported. • Payment Terms: Payment is due within five (5) business days of Client receiving the invoice. • If Client opts for credit card billing, standard credit card processing fees apply. If Client opts for ACH, payments will be drafted automatically per the agreed schedule. • Late payments may incur a fee of 5% per week past due. 2.4 High-Volume Transactions • If Client’s payments to Company exceed $5,000 within a 30-day period, Client agrees to switch to ACH billing to avoid additional fees. • Failure to comply may result in a 3.5% transaction fee added to each subsequent invoice until ACH is implemented.
LEAD MANAGEMENT 3.1 Lead Quantity Control • Client may set a maximum number of leads to be delivered on a daily, weekly, or monthly basis in order to avoid being overwhelmed. • 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 falls below 20% (calculated over a rolling 30-day period), Company reserves the right to cease delivering additional leads until performance can be discussed with the Client.
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 domain or website if the Agreement is canceled or terminated.
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.
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.
TERM AND TERMINATION 7.1 Term • This Agreement shall commence on the Effective Date and continue for a minimum of six (6) months. • Neither Party may terminate this Agreement within the initial six-month period except for cause (material breach, fraud, etc.). 7.2 Termination After Six Months • Following the initial six-month period, either Party may terminate this Agreement by providing thirty (30) days’ written notice to the other Party. 7.3 Post-Termination Obligations • Upon termination, Client must fulfill all outstanding payment obligations.
REFUNDS • Deposit Refund: If, after six (6) months from the Effective Date, Client has not closed enough jobs to fully utilize the $2,000 Deposit, Client may request a refund of any remaining balance in writing. The Company will process the refund within ten (10) business days of the request.
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.
DISPUTE RESOLUTION AND GOVERNING LAW 10.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of Travis County, Texas. 10.2 Jurisdiction Any disputes arising under or related to this Agreement shall be resolved in the state or federal courts located in Travis County, Texas. 10.3 Mediation Before filing any litigation, the Parties agree to attempt to resolve disputes amicably via mediation with a mutually agreed-upon third-party mediator.
SEVERABILITY If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, understandings, or communications.
NOTICE REQUIREMENTS 13.1 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 13.2 Specific Timeframes • Refund Requests: Any refund request for the Deposit must be made in writing. Refunds will be processed within ten (10) business days of that request.
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.
ASSIGNMENT Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
INDEPENDENT CONTRACTOR STATUS Company is an independent contractor and is not an employee, agent, or partner of Client.
WARRANTIES AND DISCLAIMERS 17.1 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. 17.2 Client’s Responsibilities Client is responsible for ensuring compliance with laws applicable to their business and for the accuracy of any materials or information they provide.
DATA PROTECTION AND PRIVACY Company shall take reasonable measures to protect Client’s data but does not guarantee absolute security against all threats.
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.
SERVICE LEVEL AGREEMENT (SLA) Company agrees to maintain availability of Services at least 98% of the time, excluding scheduled maintenance or unforeseen outages.
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. Company shall not be held liable for compliance issues arising from subsequent changes in legislation not yet implemented.
HEADINGS Section headings in this Agreement are for reference only and do not affect interpretation.
SURVIVAL OF TERMS Provisions relating to confidentiality, intellectual property rights, limitation of liability, and other terms which by their nature should survive, shall remain in effect following any termination or expiration of this Agreement.
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: __________________
