Digital Advertising & Marketing Service Agreement
MBD Enterprise Group, LLC d/b/a TopLine Media Group is a registered Limited Liability Company in the state of Georgia (hereinafter referred to as “TLMG”).
Digital advertising and marketing. Locating, negotiating and purchasing media, advertising and marketing services on behalf of Company.
Payment. Service and management fee payment terms are specified on each invoice. Failure to remit payment by due date may result in an immediate cessation of services, including but not limited to account management and media buying.
Company hereby agrees to pay TLMG a fee for the services hereunder in the amount, and manner, set forth in TLMG invoices and incorporated herein by reference (the “Fee”). This Fee includes all applicable taxes, travel, shipping, out-of-pocket expenses, and any additional expenses due TLMG for the services provided by TLMG pursuant to this Agreement.
Accepted Methods of Payment. Payments are accepted by electronic transfer, check or PayPal. PayPal payments will incur a 5.0% transaction fee.
Media Buying. In the event of a digital advertising engagement, as specified on a respective invoice:
(A) Company authorizes TLMG to purchase media in the Company’s name.
(B) Company agrees to pay all media expenses directly to the vendors and media companies through which TLMG purchased media on the Company’s behalf. TLMG will not pay any media expenses on behalf of Company, and is in no way liable for unpaid media expenses, late fees, collection fees, or any other costs associated with media buying.
Limitation of Liability. In no event will TLMG, its affiliates, or each of its respective officers, directors, shareholders, managers, employees, agents, members, or suppliers, be liable to Company for any incidental, consequential, special, punitive, or indirect damages (including, without limitation, damages for business interruption, lost data, corrupted data, lost business, failure to securely store information, service interruptions, or for the cost of obtaining replacement or substitute services) arising out of, or in connection with, the TLMG services, or this Agreement, however arising, including our gross negligence, willful acts, breach of this Agreement, errors or omissions even if TLMG or its agents and representatives know or had reason to know, or were explicitly advised of the possibility of such damages. This clause shall limit any potential liability related to this Agreement and the Company or TLMG, including third-party liability.
Indemnity. Company shall defend, indemnify, and hold harmless TLMG and its affiliates, successors and assigns, and each of their respective officers, directors, managers, members, employees, agents, suppliers, media companies and other third parties from and against any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees, arbitration costs, and court costs), arising out of or in connection with TLMG’s provision of services, including any negligent or grossly negligent acts, errors or omissions, violations of applicable law or omission thereof, willful misconduct, breach of this Agreement, and/or any claims from third party consumers or suppliers arising out of or related in any way to this Agreement or the services provided by TLMG hereunder.
Term and Termination. This Agreement initiates on the date signed below, and may be terminated by either party at any calendar month’s end with or without cause and without advance notice. All notices to terminate this Agreement should be made in writing. Upon termination, Company shall immediately pay TLMG for all outstanding invoices, amounts incurred or accrued during this Agreement. Company’s duties of indemnification to TLMG shall survive termination.
Notices. All notices sent pursuant to this Agreement should be mailed and/or emailed to the following:
Governing Law and Jurisdiction. This Agreement and the relationship between Company and TLMG is governed by and shall be construed in accordance with the laws of the State of Georgia without regard to its conflict of law provisions. Company and TLMG agree to submit to the personal and exclusive jurisdiction of the courts located within the county of DeKalb, Georgia.
Definitions.
- “Confidential Information” means any and all information relating to TLMG’s business, other than Trade Secrets, which is not generally known to or by the general public or businesses which compete with TLMG.
- “Trade Secret” means the whole or any part of any information relating to TLMG which (1) derives economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; (2) is the subject of efforts that are reasonable under the circumstances to maintain secrecy. Trade Secrets include without limitation; proprietary technical and proprietary non-technical data, proprietary formulas, proprietary patterns, proprietary compilations, proprietary computer programs, proprietary devices, proprietary methods, proprietary techniques, proprietary drawings and processes.
Confidential Information. All TLMG confidential information shall remain privileged and confidential and Company agrees that it will not, in any way, during the term hereof and for three (3) years after the expiration and/or termination hereof, whether such termination be voluntary or involuntary, and whether with or without cause, use or disclose to any person, corporation or other entity any Confidential Information which Company becomes informed of during the term hereof.
Trade Secrets. All TLMG Trade Secrets shall remain privileged and confidential and Company covenants and agrees that it will not, in any way, at any time during the term hereof or at any time after the expiration and/or termination hereof, whether such termination be voluntary or involuntary, and whether with or without cause, use or disclose to any person, corporation or other entity and Trade Secrets which Company became informed of during the term hereof.
Litigation. Company represents and warrants that there is no litigation or other proceedings pending or, to Company’s knowledge, threatened, which seeks to enjoin or prohibit the execution, delivery, or enforceability of this Agreement, or which questions the ability of Company to perform its duties and obligations in accordance with the terms of the Agreement, or which is likely to have a material adverse effect on the financial condition of Company.
Entire Agreement. This Agreement constitutes the entire agreement between the parties. No prior agreements or understanding pertaining to the same shall be valid or of any force or effect, and the terms of this Agreement shall not be altered or modified except in writing signed by both parties.
Heirs and Assigns; Assignment. This Agreement shall be binding not only upon the parties hereto, but also upon their legal representatives, successors and assigns, and the parties hereby agree for themselves, and their legal representative, successors and assigns to execute any instruments and to perform any acts which may be necessary or proper to carry out the purposes of this Agreement. Company shall not assign this Agreement, nor delegate his duties hereunder, in whole or in part, without the prior written consent of TLMG.
Severability. Each covenant of this Agreement shall be deemed and shall be construed as a separate and independent covenant, and should any part or provision of any such covenant be declared invalid by any court of competent jurisdiction, such invalidity shall in no way render invalid or unenforceable any other part of provision thereof.
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.