(Digital Marketing/Web Design & Development)

Purpose

The Disclosing Party intends to share certain confidential and proprietary information with the Receiving Party for the purpose of evaluating and/or engaging in a potential business relationship related to digital marketing services. This may include, but is not limited to, discussions involving, website development, client data, pricing models, and other business operations. The Parties agree that such information is confidential and must be protected from unauthorized disclosure or use.

1. SERVICES

1.1 Scope of Work

The Service Provider shall provide digital marketing, web development, e-commerce, and/or dropshipping services (collectively, the "Services") as outlined in the selected plan(s)

1.2 Description of Services

The Services may include, but are not limited to:

• Social Media Management: Strategic content planning, publishing, advertising campaign management, audience engagement, and monthly analytics reporting.
• Search Engine Optimization (SEO): Technical audits, keyword analysis, on-page/off-page optimization, schema markup, blog and content development, and ranking performance reporting.
• Pay-Per-Click (PPC) Management: Campaign setup, keyword research, ad creation, performance tracking, A/B testing, and budget optimization.
• Website Development: Design and deployment of a mobile-responsive, e-commerce-capable website using industry’s best practices.
• Dropship Integration: Integration of V&A Group inventory and order processing via API for real-time updates.

2. TERMS & TERMINATION

2.1 Contract Term>

• • Marketing & Web Development: Initial term of twelve (12) months from the Effective Date.
  • Dropship Program: Month-to-month basis beginning on the Effective Date.

All plans shall auto-renew month-to-month following the expiration of the initial term unless either Party provides written notice of cancellation at least thirty (30) days prior to renewal.

2.2 Early Termination

• • • • The Client may cancel any service within forty-eight (48) hours of signing without penalty.
      • Marketing services may be cancelled after six (6) months with thirty (30) days' written notice.
      • Early termination of web design/development services incurs a $2,950 fee to cover upfront project work.
      • Dropship services may be cancelled by either Party with thirty (30) days' notice.

2.3 Termination Procedure

All termination notices must be submitted via email. The Client is responsible for payment of all fees accrued through the termination effective date. All outstanding balances must be settled before the release of deliverables or access credentials.

3. FEES & PAYMENT TERMS

3.1 Payment Structure

• • • • Monthly fees shall be billed to the payment method on file on the same calendar day of each month as the initial payment date ("Billing Date").
      • One-time setup fees shall be charged at the beginning of the engagement.

3.2 Scope of Work and Additional Services

The services provided under this agreement are limited to the selected plan(s) as indicated in Section 1.1. Any requests, tasks, or deliverables outside the scope of the selected plan(s) will be considered customizable items and are not included in the base plan fees.

If the project scope expands beyond what is covered in the selected plan(s), such additional work will be billed at an hourly rate of $95/hour, subject to the Client’s prior written approval.

3.3 Automatic Payment Authorization

By signing this Agreement, the Client authorizes recurring charges to their designated payment method.

3.4 Late Fees & Reconnection

• • • • Late payments incur a $99 fee.
      • Services may be suspended after fourteen (14) days of non-payment.
      • A $195 reconnection fee applies to resume suspended services, and a new Agreement may be required.

3.4 Taxes

All prices exclude applicable federal, state, and local taxes, which shall be added to the invoice amount as required by law.

4. PROJECT TIMELINES & CLIENT OBLIGATIONS

4.1 Timeline

Websites are expected to be completed within 6 to 8 weeks of the official project start date, barring delays outside the Service Provider's control.

4.2 Client Responsibilities

• • • • Content and Material Submission: The Client agrees to provide all necessary materials required for the successful execution of services. This includes—but is not limited to—product images, promotional videos, written content, platform login credentials, and other requested assets.
      • Timely Communication and Feedback: The Client must respond promptly to any requests for approvals, feedback, or clarifications. Delays in communication may result in extended timelines or missed deadlines, for which the Service Provider will not be held responsible. If the Client fails to respond within fourteen (14) business days to a critical request, the Service Provider reserves the right to pause the project and adjust the timeline accordingly.
      • Approval and Cooperation:
        • If the Client fails to provide required feedback, approvals, or deliverables within a reasonable timeframe, the Service Provider reserves the right to extend project deadlines accordingly.
        • The Client acknowledges that lack of cooperation can directly affect project outcomes and agrees not to withhold payment due to such delays.
      • Social Media Content: For Digital Marketing services, the Client is responsible for supplying all social media content unless content creation is included in their selected plan. This includes:
        • High-quality product images
        • Promotional videos
        • Captions, branding assets, or other creative direction (if applicable)

5. ACCESS, OWNERSHIP & INTELLECTUAL PROPERTY

5.1 Website & Platform Access

• • • • Manager access is granted upon website launch.
      • Full administrative access is provided after the initial 12-month term and full payment completion.
      • Custom work, including code, designs, and applications, remains the property of the Service Provider until contractual obligations are met.

5.2 Unauthorized Use

Unauthorized use of proprietary assets prior to contract completion constitutes a material breach and may subject the Client to legal consequences including injunctive relief, statutory damages, and attorneys' fees.

5.3 Portfolio Usage

The Service Provider may showcase completed work in its portfolio and marketing unless confidentiality is requested in writing.

5.4 Ring Sizing and Pricing Adjustments

• • • • The standard ring sizes provided under this Agreement are Men’s size 10 and Women’s size 7.
      • Any ring size deviations from the standard sizes are considered custom sizing and are subject to additional fees as follows:
        • $25.00 for each full-size increase or decrease.
        • $12.50 for each half size increase or decrease.
      • Requests for custom sizing shall require a production period of twenty (20) to thirty (30) business days, commencing from the date the sizing request is confirmed by the Service Provider.
      • Any request by the Client for modification of the keystone pricing or markup formula applied to V&A Group products shall be implemented within four (4) to five (5) business days of the request, provided that such request is submitted in writing and is approved by the Service Provider.

6. SERVICE LEVEL AGREEMENT (SLA)

• • • • Uptime Guarantee: 99.9% uptime for hosted services.
      • Support: All requests will be acknowledged within 24 hours and resolved within 72 hours unless complexity warrants otherwise.
      • Client Cooperation: Timely responses are required for effective issue resolution.

7. DATA PRIVACY & SECURITY

• • • • The Service Provider shall follow the industry’s best practices and applicable laws for protecting client data.
      • In the event of a confirmed data breach, the Client will be notified within 24 hours.
      • The Service Provider is not liable for damages resulting from cyberattacks despite compliance.

8. DISPUTE RESOLUTION

• 8.1 Informal Resolution: In the event of any disagreement or dispute arising from this Agreement, both parties agree to engage in good-faith discussions and make reasonable efforts to resolve the matter informally within fifteen (15) business days from the date the issue is raised.
• 8.2 Legal Proceedings: If the matter remains unresolved after the informal resolution period, either party may initiate legal proceedings. All disputes shall be governed by the laws of the State of Texas and resolved exclusively in the courts located in Harris County, Texas. Each party agrees to submit to the jurisdiction of these courts.
• 8.3 No Mandatory Arbitration or Mediation: The parties expressly waive any requirement to engage in mediation or arbitration unless both parties mutually agree to such a process in writing.
• 8.4 Payment Disputes & Chargebacks: The Client agrees not to initiate payment disputes, chargebacks, or refund claims for services rendered unless the Service Provider fails to deliver the contracted services. Any improper disputes may result in legal action and recovery of damages.
  • If the Client initiates a payment dispute with their bank or payment processor, the Service Provider will submit this signed Agreement, along with all supporting documentation, to defend the validity of the charges.
  • The Client agrees that by signing this Agreement, they accept the terms and authorize charges in accordance with these terms.
  • The Client acknowledges that improper disputes (i.e., disputes unrelated to actual non-performance of agreed services) are a violation of this Agreement and may subject the Client to additional recovery actions, including legal fees.
• 8.5 Non-Cooperation by Client: The Client agrees that failure to provide required materials, access, approvals, or feedback in a timely manner is not a valid reason to dispute charges, withhold payments, or demand refunds. Project delays or incomplete work caused by Client inaction are solely the Client’s responsibility.
• 8.6 Lead Generation vs. Sales Disputes:
  • The Client acknowledges and agrees that the Service Provider’s marketing services are measured by traffic increases, lead generation, and engagement—not by the Client’s ultimate sales results.
  • Disputes based on dissatisfaction with sales performance will not be considered valid grounds for withholding payments or requesting chargebacks.
• 8.7 Legal Fees Recovery: In any legal action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and any associated legal expenses.
• 8.8 Limitation on Filing Claims: Any claims or actions arising out of this Agreement must be filed within one (1) year from the date the cause of action arose. Claims filed after this period will be permanently barred.
• 8.9 Jurisdiction and Governing Law: This Agreement shall be governed by the laws of the United States and the State of Texas. Any legal action must be brought in a court of competent jurisdiction within the United States.
• 8.10 Limitation of Liability:
  • The Service Provider’s total liability to the Client for any issue related to this Agreement shall not exceed the total amount the Client has paid under this Agreement.
  • The Client agrees not to claim consequential, incidental, indirect, or punitive damages, including but not limited to lost profits or business opportunities.

9. V&A GROUP API (Applicable to Dropship Clients)

• API access is limited to the approved website and IP address.
• The Client must not share API credentials or attempt unauthorized modifications.
• The Service Provider retains exclusive rights to install and manage the API.
• Upon cancellation or termination, the Client must promptly remove V&A inventory.

10. Agreement & Signature

By signing below, the Client confirms that they:

• Have read and understood all the terms outlined in this Agreement.
• Agree to abide by these terms at all times.
• Are legally authorized to represent and enter into this Agreement on behalf of the company or themselves.
• Understand this Agreement is governed by the laws of the United States.