Content Marketing Services Agreement

 

Content Marketing Services Agreement

This agreement is contracted between “Client” who is engaging Hungry Monster, LLC, (“Hungry Monster”), located at 418 Broadway, STE N, Albany, NY 12207, on the date this page is read and understood, to act as an independent contractor to provide one or more of the following services:

creation of online or printed intellectual content that will represent and promote the interests of Client

  • Creation of written, and graphical works for the use of client as agreed. 

  • Paid social media posts,(such as Facebook, Instagram, or other like Services), and/or campaign management 

  •  Website content, post-click landing pages, websites or website promotion

WHEREAS, Hungry Monster is an independent contractor hired to provide outsourced digital and print marketing and lead generation services on a monthly basis (see service descriptions as “Plans.”).

WHEREAS, Client seeks to utilize Hungry Monster services to provide digital and/or print marketing and lead generation for their business.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows;


1. Digital Marketing and Lead Generation Cost & Payments: 

Client agrees to pay the Plan price each month for services. Services will be billed one month in advance, and payments will be due on the first day of the month. Hungry Monster has the right to terminate the agreement with a seven-day notice in the event the services are not paid in a timely manner by Client.

Pricing is based on published and quoted prices of Plans and any additional services agreed in writing.  If additional services are required, and these represent a significant change in the scope of work, then Hungry Monster reserves the right to adjust pricing.

Also, in the event that travel required to fulfill these services is more than 50 miles, then Hungry Monster shall be reimbursed for expenses incurred. All expenses must be pre-approved by the Client.

2. Additional Services:

Hungry Monster may provide additional services including but not limited to training, website design and development, photography or video services based on Client’s request in writing. 

3. Term of Agreement:

Client agrees the term of this agreement will be for one year, with the understanding that either party may terminate the agreement at any time with notice (see below).

The agreement will automatically renew one year from the date the agreement is concluded either the following exceptions: 

  • A written notice is given by either party’s of it’s intent to the other that they will not be renewing. This notice shall be provided 45 days prior to the annual renewal date.

  • Client has not utilized Hungry Monster services for three months or more, and has not responded to Notifications thereof. 

Either party may terminate the agreement with 30-day written notice. In the event the Client exercises this 30-day out clause prior to the end of the initial year, all digital intellectual property will remain under the ownership of Hungry Monster. Should the client wish to transfer the ownership of the intellectual property, all monies for the remainder of the agreement (prior to final termination date) will become due (per section 1 of this agreement). Client agrees to give required access to Hungry Monster to complete its work. Hungry Monster will use best efforts to work to finish out providing services for the final 30 days.

4. Content:

Client agrees to provide all for-publication content required (text, articles, white papers, photos, graphics, videos, etc.) for the support of Hungry Monster’s efforts. 


5. Access:

Client agrees to provide a list of resources to which Client is willing to provide credentials and access to Hungry Monster, including databases, CRM applications, website administration, analytics and other Applications and Data, landing pages, accounts and anything else which will support the efforts of Hungry Monster.  Hungry Monster will use best efforts to secure and protect all passcodes. Only authorized representatives of Hungry Monster will be allowed to access passcodes and only on an as-needed basis.

The data and other information thus disclosed to Hungry Monster shall be used by Hungry Monster only and exclusively in the service of Client. 

6. Additional Tools/Software & Cost:

Hungry Monster may require certain tool/software/services to support its efforts. Hungry Monster shall make a request in writing to Client for all Tools/Software/Services in advance.  If Client agrees, Client shall be responsible for all one-time or monthly costs for such Tools/Software/Services. Hungry Monster agrees that it will not purchase or subscribe to such Tools/Software/Services without pre-approval from the Client. 

7. Communication and project leadership: 

All parties agree that a formal point of contact will be established on both sides for the purpose of exchange of information and strategy and tactics management during the course of the program. Client will identify a formal Sponsor, who will be empowered to create or override any strategic or tactical decisions by Hungry Monster or the joint Team. (Below). 

Resources shall be managed and tasks assigned by a joint Team which will include both Client and Hungry Monster points of contact as well as other resources, subject matter experts, sponsors, or senior management personnel, as agreed and needed. 

7. Additional Services Fees:

In the event the Client requests the use of Hungry Monster for services outside of the scope of services outlined above, additional charges may apply. In the event Hungry Monster is asked to do hourly work outside of the scope of this agreement then the following charges will apply:

Hungry Monster Hourly Fee: $125.00 per hour

9. Copyrights and Trademarks: 

The Client represents to Hungry Monster and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Hungry Monster for inclusion in web pages, social media, etc. are legally owned by the Client, or that the Client has license or permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Hungry Monster from any claim or suit arising from the use of such elements furnished by the Client.

10. Ownership of Deliverables:

Client is granted full ownership and intellectual rights to all properties created for it and provided to it by Hungry Monster under this Agreement. 

Hungry Monster or its partners retain the intellectual rights to all items previously owned by Hungry Monster/partner.  Hungry Monster may choose to give the Client a one-time lifetime license for use of any of its intellectual property.

Items that are not specifically licensed to the Client will remain the property of Hungry Monster or their respective owners. 

Client retains the rights to all deliverables that are not marked as Hungry Monster property.  

11. Work Credit: 

Client agrees to allow Hungry Monster to use Client’s name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Hungry Monster’s services. 

12. Assignment of Project:

Hungry Monster reserves the right to assign subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement. Such assignment and its terms of agreement will be made known in writing to Client. 

13. Non-Disclosure: 

Hungry Monster, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any non-public confidential information obtained about Hungry Monster to another party.

14. Performance Liability: 

WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Hungry Monster can make no guarantee of the results that may be provided as a result of our work. Hungry Monster represents that in good faith it shall make every effort to ensure that the client’s digital marketing is successful and leads are generated as a result of our work.

Hungry Monster will make best effort but does not warrant that the functions supplied by its work, web pages, digital marketing, print materials, consultation, advice, or other work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client.

In no event will Hungry Monster be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Hungry Monster has been advised of the possibility of such damages.

15. Indemnity:

The client does hereby expressly agree to indemnify and hold harmless Hungry Monster, LLC, its Owners, its principals, officers, employees and contractors against all suits, actions, claims, demands, or costs of any kind to which they may be subject arising or resulting at any time or place from anything done or omitted to be done by them in connection with this project. Client hereby waives any and all claims which, but for this waiver, it may have, or which it may hereafter acquire, against Hungry Monster, LLC, its Owners, its principals, officers, employees and contractors arising or resulting at any time or place from anything done or omitted to be done by them regarding this project.

16. Other liability provisions;

TO THE FULLEST EXTENT PROVIDED BY LAW, HUNGRY MONSTER  WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT COULD INFECT CLIENT’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE CONTENT PROVIDED, USE OF THE HUNGRY MONSTER WEBSITE OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PROVIDER NOR ANY PERSON ASSOCIATED WITH PROVIDER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. TO THE FULLEST EXTENT PROVIDED BY LAW, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

17. Agreement Revisions:

Revisions to this Agreement will be considered agreed to by Hungry Monster and Client when requested changes have been signed by both parties.

18. Lawful Purpose:

Client may use Hungry Monster's content and design services only for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials. Hungry Monster reserves the right to refuse service that includes politically or racially or religiously hostile language or hate language of any sort as determined by Hungry Monster or its legal representatives. 

18. Termination:

Hungry Monster may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement or for any other reason. If the Client fails to comply with the terms of this Agreement and Hungry Monster refers the matter to an attorney, the Client agrees to pay reasonable attorney fees and agrees to compensate Hungry Monster for other collection costs and expenses it may occur.

19. Entire Understanding:

The agreement constitutes the sole agreement between Hungry Monster and Client regarding the use of services. It becomes effective when client purchases services. By purchasing the services of Hungry Monster you agree to all of the Terms and Conditions provided herein..

20. Hungry Monster Media Vendors:

In connection with Services provided hereunder, Hungry Monster has the right to utilize contractors, third-party companies, and vendors selected by Hungry Monster at its sole discretion (each a Vendor) to complete or support the completion of the work at hand. Purchased work from Vendors shall be made under such terms Hungry Monster deems in its sole discretion as acceptable (Vendor Terms). Hungry Monster will be responsible for all cost associated with the Vendor, unless the cost is provided to the Client, and the Client agrees in writing to pay said cost.


21. Force Majeure: 

Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, war, governmental acts, orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.

22. Governing Law:

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to such state's principles of conflicts of law. The legal jurisdiction for this agreement shall reside in New York County in the State of New York and all legal proceedings shall take place in New York County, New York.

By purchasing the services of Hungry Monster you agree to all of the Terms and Conditions provided herein.