Agreement
This agreement (“Agreement”), serves as the law between the client that hired CRISWEISER services (“The Client”) and CRISWEISER, a California Limited Liability Company (“us” or the “Consultant”).
1.0 Services Rendered
1.1 Services.
We’ll deliver the items mentioned on the solutions page or quoted document. You’ll have opportunities to review our work and provide feedback. If, at any stage, you’re not happy with the direction our work is taking, please let us know and we can adjust to service you better. In case you want to cease the work, you will pay us in full for the items we’ve produced up to that point and then cancel this contract. A pro-rata payment up to that point will be provided from us to you.
1.2 Errors
We can’t guarantee that our work will be error-free (we’re human!) so we will not be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectations on the deliverables listed above. You agree to aid us in doing so by making yourself and/or your team available to us. You also agree to notify us promptly of any concerns or issues you may experience with our Services or any matter related to our Services, and agree to respond promptly to our communication requests for any materials or assistance, in order to enable us to efficiently and effectively deliver our Services.
3.0 Services and Access
3.1 Scope
Requests above and beyond those listed in this agreement may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 60 days will incur a fee to resume work our discretion. This fee is generally equivalent to 5 a 10% of the project price but may vary. Client delay, including for approval process and content development, may affect the estimated timelines included herein.
3.2 Access to Social Media Profiles
Company shall grant CRISWEISER unrestricted administrator access, i.e. the highest level access available, to all relevant social media accounts and profiles (whether existing now or in the future) created by or in the name of The Client on which The Client wishes to utilize CRISWEISER’s services.
3.3 Access to Administrative Panels.
The Client shall grant CRISWEISER unrestricted administrator access, i.e. the highest level access available, to the administrative panels, e.g. “back end”, of all websites, including e-commerce sites, and apps through which Company offers its products and wishes to utilize the Services of CRISWEISER herein.
3.4 Consequences of Lack of Access.
The Client acknowledges and agrees that if CRISWEISER does not have access to the profiles and panels described in Sections 2.1 and 2.2 hereof for any reason, then CRISWEISER’s obligations with respect to any Services that are impacted thereby shall be suspended until such time as access is resumed.
4.0 Terms of Payment
4.1 Billing Schedule
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you’ll want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the proposed payment schedule in this document. Additional fees will be incurred on a per hour basis for any services performed outside of the scope of this Agreement and project and are listed in the Pricing section of this agreement.
CRISWEISER will invoice the Client up to twice a month for the extra fees, hours, and expenses incurred up to that moment. Invoices will normally be sent on the 1st and 15th of every month and are due on delivery. The Client will supply CRISWEISER with all necessary purchase order numbers and other internal information required for invoice processing before the close of the month of work (if applicable).
The Client agrees and accepts that the price herein represents the labor required to build and develop the product/service as described in the scope of services. Software licenses and other related expenses are not included unless stated otherwise.
4.2 Client Agreement to Pay
(a) The Client agrees to pay each invoice upon receipt. In the event payment is not made within 15 days of the due date, CRISWEISER will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs CRISWEISER pays for carrying overdue invoices. In addition, CRISWEISER reserves the right to stop work until payment is received.
(b) The Client agrees that CRISWEISER can effectively process the payment for outstanding invoices & fees using saved billing information and/or credit card on file.
4.3 Reimbursement
In the unlikely event that such expenditures are needed, the Client agrees to reimburse CRISWEISER for all actual reasonable and necessary expenditures, which are directly related to these services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, software and postal expenditures. Expenses incurred by CRISWEISER must be reimbursed by the Client within 15 days of CRISWEISER’s proper written request for reimbursement or invoice delivery.
4.4 Platform Fees
Fees for 3rd party platforms, including but not limited to CRMs, VoIP services, website hosting, paid media ads are separate from the CRISWEISER fees in this Agreement and are the responsibility of the Client to pay directly to those platforms. For instance, monthly/yearly user fees for such platforms, as well as monthly Ad Spend on digital advertising platforms will be paid directly to the platforms themselves unless stated otherwise.
4.5 Collection Costs
In the event that we incur legal fees, costs, and/or disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Data and Sales
5.1 Limitations of Technology.
The Client understands and agrees that CRISWEISER has no control over third-party providers, or how those providers handle technology, features they make available or unavailable at times, source data, or analytical methods. The Client further agrees to contact CRISWEISER promptly if it has any questions, concerns, or observations in regards to this matter.
5.2 Source of Sales Data.
Sales data shall be gathered by an e-tracking device commonly known as a “conversion pixel”, sales reports, CRM sales reports, internal Company metrics, or such other device as CRISWEISER may select from time to time. CRISWEISER shall be exclusively responsible for the installation, maintenance, and tracking of pixels and other related data collection tools (existing now or hereafter) as needed and within the sole discretion of CRISWEISER, across all of the Client’s social platforms and other third-party sites (existing now or hereafter) in order to generate sales or revenue reports, as identified in the Statement of Work (if applicable). The foregoing notwithstanding, the decision whether to start, continue, increase, decrease, or stop advertising on any particular social platform lies within the sole discretion of the Client.
5.3 Reporting of Sales Data.
Sales data may be aggregated and analyzed by an e-tool commonly known as a “conversion window”. Conversion reporting will be based on the number of individuals who: (a) viewed an ad and then converted (purchased) from the Client within twenty-eight (28) days, or (b) clicked on an ad and then converted (purchased) from the Client within twenty-eight (28) days. CRISWEISER may, from time to time and in its sole discretion, modify the attribution analytic reporting, number of days for the conversion window and any other related criteria in order to improve the accuracy of its analysis.
5.4 Exclusivity
CRISWEISER shall be the exclusive outside provider for the services listed herein for the duration of this Agreement unless otherwise agreed in writing by CRISWEISER. This is mandatory to protect the process and strategies developed by the consultant, its intellectual property, which provides significant market competitive advantage.
6.0 Nature of Relationship
6.1 Independent Contractor
The Parties acknowledge and agree that neither CRISWEISER nor the Client is an employee, partner, member, joint venturer or agent of the other party. This Agreement intended to establish and shall be construed as the establishment of an independent contractor relationship.
6.2 Taxes
CRISWEISER shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of CRISWEISER’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Client on behalf of CRISWEISER or its employees.
7.0 Responsibilities of CRISWEISER and The Client
7.1 CRISWEISER’s Responsibility for Releases
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for The Client, if applicable.
7.2 CRISWEISER’s Responsibility for Releases
We shall obtain releases, licenses, permits, or other authorization to use testimonials, copyrighted materials, photographs, artwork, or any other property or rights belonging to third parties obtained by us for use in performing services for The Client, if applicable.
7.3 The Client’s Responsibility for Releases
The Client guarantees that all elements of text, images, or other artwork provided are either owned by The Client or that The Client has permission to use them. This includes obtaining the proper releases, licenses, permits, or other authorization to use the content, including things such as testimonials, copyrighted materials, photographs, art work, or any other property belonging to third parties. The Client agrees to reimburse, indemnify, and hold us harmless for all costs, expenses, or liabilities relating to any third party claim or liability relating to such action.
7.4 The Client Responsibility for Accuracy
The Client shall be responsible for the accuracy, completeness, and propriety of information concerning his products and services which The Client furnishes to us verbally or in writing in connection with the performance of this Agreement.
7.5 The Client Responsibility for Content
The Client shall timely provide CRISWEISER with such ad creatives, images, video, editorial copy, and other content required by CRISWEISER to perform the Services, as may be requested by CRISWEISER and/or as set forth in this Proposal and Agreement. If any materials provided by The Client are inadequate or if CRISWEISER should require additional or different materials for any reason, CRISWEISER shall notify The Client and The Client shall promptly deliver the same to CRISWEISER. The Client acknowledges and agrees that CRISWEISER cannot perform the Services if The Client fails to perform as provided herein.
7.6 Use of The Client Logo and Trademarks
The Client allows CRISWEISER to use The Client name, logos, trademarks, and likeness, in its advertising and marketing materials to highlight The Client as a CRISWEISER client. The Client also agrees to allow CRISWEISER to place a small discrete credit footnote on materials developed or modified by CRISWEISER.
8.0 Confidentiality
Both parties in this Agreement acknowledge their responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any confidential information disclosed by and to one another. CRISWEISER methodology, templates and processes are confidential and shall not be disclosed to any third party without the prior written consent of CRISWEISER.
9.0 Term and Termination
9.1 Termination for Cause
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default are not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within the said period of time unless the defaulting party commences cure within the said period of time and diligently proceeds to cure the default.
9.2 Notice of Termination
Either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction if the other party makes an assignment for the benefit of creditors, if a trustee or similar agent is appointed with respect to any property or business of the other party, or in the case of The Client, if The Client materially breaches its obligations to make payment pursuant to this Agreement.
9.3 Forced Termination
Notwithstanding anything to the contrary in Sections 9.1-9.2., the consulting relationship under this Agreement may be terminated prior to the end of any period by the death of Consultant, or the disability of Consultant resulting in the inability of Consultant to perform the consulting services.
9.4 Renewal of Subscriptions
At the expiration of each subscription term, if The Client has not given notice to CRISWEISER of its desire to terminate this Agreement, this Agreement shall automatically renew for an additional consecutive period, including applicable recurring fees, until The Client gives notice of termination to the CRISWEISER. If The Clients desires to terminate the agreement, The Client must provide written notice with at least thirty (30) days advance prior to the end of the effective term.
9.5 Consultant Termination
Notwithstanding the foregoing, if CRISWEISER sees that The Client is not a fit for its services, this Agreement shall be immediately cancelable by Consultant upon written notice sent to The Client.
9.6 Payment for Non-Cancellable Materials
Any non-cancellable materials, services, and other materials we have properly committed ourselves to purchase for The Client account, (either specifically or as part of a plan such as modules, photography, and/or external services) shall be paid for by The Client, in accordance with the provisions of this Agreement. CRISWEISER agrees to use our best efforts to minimize such liabilities immediately upon written notification from The Client. CRISWEISER will provide written proof, upon request of the Client, that any such materials and services are non-cancelable.
9.7 Materials Unpaid For
If upon termination there exist any materials furnished by CRISWEISER or any services for which The Client have not paid CRISWEISER in full, until such payment is made The Client agrees not to use any such materials, in whole or in part, or the product of such services.
9.8 Transfer of Materials
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by The Client to CRISWEISER, CRISWEISER shall transfer, assign and make available to the Client all property and materials in its possession or control. The Client agrees to pay for all costs associated with the transfer of these materials.
10.0 Maintenance
10.1 Maintenance Services
(a) Technical Support: CRISWEISER will make technical assistance available to The Client through CRISWEISER Customer Support channels, between 9:00 a.m. and 5:00 p.m., PST local time (the “Prime Shift”), Monday through Friday excluding Federal and State holidays.
(b) Issue Resolution Assistance: CRISWEISER will acknowledge receipt of The Client service request (a “SR”) within twenty four (24) Prime Shift hours. The Client shall include a detailed description of the nature of the issue, the conditions under which it occurs and other relevant data sufficient to enable CRISWEISER to reproduce a reported error in order to verify its existence and diagnose its cause. Upon completion of diagnosis CRISWEISER will provide The Client with appropriate assistance in accordance with CRISWEISER standard commercial practices, including furnishing The Client with an avoidance procedure, bypass, work-around, patch, hot-fix, or other recommendation to correct or alleviate the condition reported. CRISWEISER may also provide instructions and/or documentation so The Client can fix or alleviate the issue himself.
(c) Tweaks and Revisions: The Client may also request Maintenance Services for minor tweaks and revisions and/or additions to their existing implementations as provided by CRISWEISER under this Agreement.
(d) Communication: CRISWEISER will provide The Client with access to its online customer support portal/channel. Where applicable, CRISWEISER may provide or make accessible publications on topics relating to known problems and solutions, also known as FAQ or Knowledge Base.
(e) Versions Support: The Client acknowledges that CRISWEISER will maintain only the most current version of the platforms for which CRISWEISER provides services for The Client relating to this Agreement. The Client must maintain updated versions of any such software for the duration of this Agreement.
10.2 The Client responsibilities
The Client shall:
(a) Notification: Notify CRISWEISER promptly any problems through proper support channel. If The Client does not receive CRISWEISER’s acknowledgment of its receipt of such report within twenty four (24) Prime Shift hours, the Client shall promptly re-transmit such report.
(b) Access: If requested by CRISWEISER, The Client must grant access to the relevant software platforms and terminals during the Prime Shift and provide CRISWEISER necessary access permissions.
(c) Assistance: Cooperate with CRISWEISER, be responsive to CRISWEISER communications while the service requests are being resolved, and provide reasonable assistance to avoid delays and ensure requested maintenance/support services can be performed timely and efficiently. Upon request from CRISWEISER, The Client shall acknowledge that the error has been resolved.
(d) Data Necessary: Provide data sufficient to enable CRISWEISER to replicate a reported error on its own computers.
10.3 Excluded Services
Maintenance or Support Services required in connection with or resulting from the following are excluded from this Agreement:
(a) abuse, misuse, accident or neglect; or, repairs, alterations, and/or modifications which are not permitted under this Agreement or which are performed by other than CRISWEISER or its agents.
(b) the relocation or migration of third party software, data, or other information, from one unit of CRISWEISER’s equipment to another or database to another; or decisions to reconfigure work performed by CRISWEISER, including automations and integrations, or systems or networks upon which it is installed.
(c) maintenance, malfunction, modification of third-party software, profiles, administrative panels, interfaces, or operating systems thereof.
(d) Use of third-party software, profiles, administrative panels, interfaces, or operating systems thereof on an incompatible hardware platform; or
(e) The Client failure to maintain configuration environment (i.e., memory disk capacity, operating system revision level, prerequisite or co-requisite items, etc.) specified in the documentation for such third-party software, profiles, administrative panels, interfaces, or operating systems thereof or failure to supply adequate backups.
(f) Training calls or meetings – Training calls are reserved, scheduled and stipulated in the Training packages.
10.4 Limitation
Monthly maintenance for The Client service requests shall not exceed 6 billable hours of work by Consultant per month. Maintenance excludes training calls.
10.5 Additional Services
If CRISWEISER agrees to perform services requested by The Client which are not included as part of this Agreement, such services shall be billed to The Client at the hourly rate specified in Pricing section of this Agreement.
11.0 General Provisions
11.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the state of California. The parties agree and submit to the venue of San Diego, California or another location, city or state selected by CRISWEISER for any legal action relating to this Agreement.
11.2 Representations and Warranties
The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
11.3 Right to Injunctive Relief
The Client acknowledges that the terms of this Agreement are reasonably necessary to protect the legitimate interests of the parties, are reasonable in scope and duration, and are not unduly restrictive. The Client further acknowledges that a breach of any of the terms of this Agreement will render irreparable harm to the CRISWEISER, and that a remedy at law for breach of the Agreement is adequate, and that the CRISWEISER shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. The Client acknowledges that an award of damages does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.
11.4 Modification.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
11.5 Notices
Any notices to be given under this Agreement shall be in writing, sent by registered or certified mail, postage prepaid, return receipt requested, or by email addressed to such party as follows:
(a) Notices to The Client:
The Client
Attn: “Client Representative”
Email: (same email used for frequently communication and/or quote/invoice)
(a) Notices to CRISWEISER:
Attn: Cristian Weiser
Email address: [email protected]
Postal Address: 4275 Mission Bay Dr #319, San Diego CA, 92109
11.6 Successors and Assigns.
This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by The Client without CRISWEISER’s consent in the event that The Client is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.
11.7 Waiver of Breach.
The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
11.8 Alternative Dispute Resolution
Upon any dispute or disagreement between the parties, the parties agree to notify each other in writing of the issues and provide the other party sixty (60) days to cure such issue. Upon failure to cure, if the parties cannot reach an agreement, prior to litigation, the parties agree to submit to and participate in mediation in the County of San Diego, California or other location indicated by CRISWEISER. The parties agree to a mediator selected by CRISWEISER and the cost of such will be split equally.
11.9 Severability
In the event any of the provisions of this Agreement are found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.
11.10 Construction
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such an instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision and the remaining provisions of this Agreement will remain in full force and effect.
