​

This Marketing Services Retainer Contract is entered into between BrandRamp LLC , a Limited Liability Company, located at 114 Parkland Avenue, Saint Louis, MO, 63122 (the “Service Provider,” “We,” or “BR”), and you the client. (”Client” or "you”). 

1.0 Services Rendered 
Service Provider shall provide to Client the services described in Exhibit A (the “Services”). In the event of any inconsistency between Exhibit A and this Contract, the terms of this Contract shall control. 

2.0 Charges for Additional Services Performed 
Requests above and beyond the Services outlined in Exhibit A may be considered out-of-scope and an amendment to the budget will be recommended prior to work being done on the request.

3.0 Terms of Payment 
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. It helps maintain a positive working relationship and keep the project moving forward. Accordingly, you agree to stick tight to the payment schedule described in Exhibit A.

4.0 Responsibilities of Both Parties 

• 4.1 SERVICE PROVIDER’S RESPONSIBILITY FOR RELEASES 

We shall obtain releases, licenses, permits or other authorization to use copyrighted materials, photographs, artwork, or any other intellectual property rights belonging to third parties obtained by us for use in performing services for you (if applicable). 

• 4.2 CLIENT’S RESPONSIBILITY FOR RELEASES 

You guarantee that all elements of text, images, or other artwork you provide us are either owned by you, or that you have permission to use them. 

• 4.3 CLIENT RESPONSIBILITY FOR ACCURACY 

You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Contract.

5.0 Confidentiality 

• 5.1 FILE DELIVERY AND STORAGE 

BR agrees to deliver all relevant assets and source files to the Client. Once these files have been delivered, the Client assumes full responsibility for their safekeeping and storage. BR has no obligation to maintain any copies of these files post-delivery. 

• 5.2 RETENTION AND USE OF BUSINESS DATA 

Notwithstanding the above, BR reserves the right to retain the Client's business data related to revenue, sales, website, SEO and ad performance ("Business Data") in perpetuity. 

• 5.3 PUBLICIZING BUSINESS DATA 

BR is granted the right to utilize the Business Data in marketing materials under the following conditions: 

• 5.3.1 If exact revenue or spend figures are to be published, it will be done in an anonymized manner, without any reference to the Client. 

• 5.3.2 If the Client's name is to be used in connection with the Business Data, it will only showcase the improvement or 'lift' that BR helped to generate, without disclosing exact sales or ad spend figures. 

• 5.4 PUBLICIZING CLIENT RELATIONSHIP 

BR is permitted to publicize its business relationship with the Client.

6.0 Intellectual Property 

• 6.1 OWNERSHIP OF CREATIVE INTELLECTUAL PROPERTY 

All creative intellectual property ("IP"), including but not limited to source files, project files, and preliminary drafts, created, developed, produced, or otherwise generated by BR in connection with this agreement, shall be owned exclusively and in perpetuity by Client. BR hereby assigns, conveys, and otherwise transfers to Client all of Client’s right, title, and interest in and to the creative IP, including all worldwide intellectual property rights therein. 

• 6.2 NON-EXCLUSIVE LICENSE TO SERVICE PROVIDER

Notwithstanding the foregoing, Client hereby grants to BR a perpetual, non-exclusive, royalty-free, worldwide license to use, edit, display, reproduce, and distribute any creative IP generated within the scope of this agreement, solely for BR's own sales, promotional, and advertising purposes. 

• 6.3 OWNERSHIP OF TECHNOLOGIES AND INVENTIONS 

Any and all technologies, mechanisms, processes, and inventions, including but not limited to reporting mechanisms and automations (collectively, "Technologies and Inventions"), developed or created by BR within the scope of this agreement, are and shall remain the sole and exclusive property of BR. 

• 6.4 LICENSE TO CLIENT FOR USE OF TECHNOLOGIES AND INVENTIONS 

BR hereby grants to Client a non-exclusive, perpetual, royalty-free, worldwide license to use the Technologies and Inventions for Client’s internal business purposes. Client shall not publish, resell, sublicense, distribute, disclose, or otherwise commercially or publicly exploit the Technologies and Inventions without the prior written consent of BR. 

• 6.5 TRANSITION OF TECHNOLOGIES AND INVENTIONS 

If any component or part of the Technologies and Inventions is developed or built on platforms owned by Client, such Technologies and Inventions will be transitioned over to platforms owned by Client prior to the termination of this agreement, unless otherwise agreed in writing. Client agrees to pay a monthly fee to BR for continued use of BR’s platforms after the service agreement ends, should they elect not to transition to their own platforms. 

• 6.6 LICENSE TO USE CLIENT’S LOGO 

Client hereby grants to BR a perpetual, non-exclusive, royalty-free, worldwide license to use and display Client's name, logo, and trademarks in BR's marketing and promotional materials, including but not limited to BR's website, social media platforms, print publications, and other marketing materials, pursuant to the limitations described in Section 7 of this Contract. BR acknowledges that, except for the limited license granted herein, BR shall not acquire any interest in Client's trademarks, logos, or trade names, and all use thereof will ensure to the benefit of Client. 

7.0 Term and Termination 

• 7.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION 

This Contract shall become effective as of the Effective Date and shall continue until terminated by either party upon no less than 30 days’ notice in writing given by either party to the other. 

• 7.2 TERMINATION FOR CAUSE 

Either party may immediately terminate this Contract by giving written notice to the other party (the “Defaulting Party”) if: 

• 7.2.1 Defaulting Party breaches this Contract, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach. In the event that the Defaulting Party commits a similar breach within 180 days of having received notice of the initial curable breach, the non-defaulting party may terminate this Contract immediately without delivering further notice. For the purpose of this clause, a 'similar breach' refers to a breach involving the same or substantially similar contractual obligations as the initial breach; or 

• 7.2.2 Defaulting Party becomes insolvent or is generally unable to pay its debts as they become due; files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; makes or seeks to make a general assignment for the benefit of its creditors; applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or is dissolved or liquidated. 

• 7.3 PAYMENT FOR NON-CANCELABLE MATERIALS 

Any non-cancelable materials, Services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Contract. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the Client, that any such materials and services are non-cancelable. 

• 7.4 MATERIALS UNPAID FOR 

If upon termination there exist any materials furnished, or any Services performed by us for which you have not paid us in full, until such time as you have paid us in full you agree not to use any such materials, in whole or in part, or the product of such Services.

• 7.5 TRANSFER OF MATERIALS 

Upon termination of this Contract, provided that there is no outstanding indebtedness then owed by Client to Service Provider, Service Provider shall transfer, assign and make available to Client all property and materials in its possession or control belonging to Client. 

8.0 General Provisions 

• 8.1 GOVERNING LAW 

This Contract and all related documents including all exhibits attached hereto are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof. 

• 8.2 ARBITRATION 

Any dispute, claim or controversy arising out of or relating to this Contract or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Contract to arbitrate, shall be determined by arbitration in San Diego, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 

• 8.3 REPRESENTATIONS AND WARRANTIES 

The parties each individually represent and warrant that each has full power and authority to enter into this Contract and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party. 

• 8.4 LIMATION ON LIABILITY 

Service Provider offers no express or implied guarantees concerning the outcome of the Services provided. ANY LIABILITY ARISING FROM THE SERVICES, WHETHER DUE TO NEGLIGENCE, BREACH, OR OTHERWISE, IS STRICTLY LIMITED TO THE TOTAL MONETARY VALUE OF THIS CONTRACT. ANY CLAIMS BEYOND THIS AMOUNT ARE EXPRESSLY DISCLAIMED BY SERVICE PROVIDER. 

• 8.5 ENTIRE AGREEMENT 

Except as otherwise set forth or referred to in this Contract, this Contract constitutes the sole and entire agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior verbal or written discussions, agreements and understandings of every kind and nature between them as to such subject matter. 

• 8.6 SEVERABILITY 

If any provision of this Contract is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Contract will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Contract, and the remaining provisions of this Contract will remain in full force and effect. 

IN WITNESS WHEREOF, the parties have executed this Contract as of the Effective Date of the invoice completion between BrandRamp LLC and the client responsible for payment.