SERVICE AGREEMENT

Use of Boring Marketing, LLC’s (“we,” “our,” “Agency” or “us”) Website, https://www.boringmarketing.com, and its Services, is subject to the present Terms and Conditions (“Agreement”) document. By navigating within the Website, or clicking on any object on the Website, you are agreeing to this Agreement. We reserve the right to modify the Agreement as needed, and we will make a reasonable effort to notify you of any changes that may affect you. You can review the Agreement at any time by clicking on the “Terms and Conditions” link at the bottom of this Website.

The purpose of this Agreement is to establish the terms and conditions governing the provision of design, development, implementation, and marketing services, including advertising and promotion, by way of various channels, by us to the Client. Any services that are rendered by us for the Client will be documented in writing, approved by both parties, and considered as an amendment to this Agreement. This includes all SOWs and Order Forms.

Agency and Client agree as follows:

The Client shall furnish the Agency with the necessary information required in each Statement of Work (“SOW”) within the established time frame.

1. In connection with the services provided by the Agency (“Services”), the Client authorizes the Agency to use their trade and service names and marks, and shall ensure that the Client’s principal (if and where applicable) grants the same limited license to use their trade name and service.
2. The Client shall make payments to the Agency according to the terms specified in the SOW. Any additions to the scope of Services must be agreed upon by both parties in writing through an amended SOW, which outlines the changes, specifies the Services, and establishes the pricing and payment terms.
3. The Agency shall invoice the Client for the amounts owed in connection with the rendered Services. Each invoice shall contain a calculation of the total amount due and shall be considered confidential information of the Agency. The Client shall pay all invoices within seven (7) days of receipt, and any disputes must be documented in writing and submitted to the Agency within the same seven (7) day period, specifying the disputed amount and reason for the dispute. Overdue amounts under this Agreement shall accrue interest at a rate of twenty per cent (20%) per annum (p.a.), or the maximum rate permitted by law, whichever is lower.
4. The Client acknowledges and agrees that the invoiced amounts are non-refundable, and the Client shall not be entitled to any reimbursement of any amounts paid.
5. The Client shall make all payments owed under this Agreement through cheque, credit card, ACH, or any other form of payment that the Agency may permit at its discretion, from time to time or on a case-wise basis. Payments made via credit/debit card are subject to a certain convenience fee on the total net amount charged. In the case of ACH payment, no amounts owed shall be considered paid until the electronic debit has been received by the Agency’s bank.
6. The Client is responsible for paying and indemnifying the Agency and its service providers, where applicable, for any sales, use, excise, import or export, stamp, value-added or similar taxes, duties, or fees not based on the income, property values, or business license taxes of the Agency or its providers. The parties may seek administrative relief or a ruling, as deemed appropriate, regarding the applicability of any tax, but will be liable for any amount determined to be due. The parties will cooperate and provide reasonable documentation during tax audits by government taxing authorities relating to purchases under this agreement.
7. If payment is not received within thirty (30) days, the Agency may suspend performance and withhold any material, including Client access to any Agency-managed software and/or platforms, until full payment is received. Late payments shall be subject to collection costs, including legal fees and costs.
8. The Client and the Agency both, represent and warrant that they are properly organized and in good standing, and have the authority to enter into and fulfil the terms of this Agreement.
9. The Client represents and warrants that the information provided for content creation, such as text, graphics, and photographs, are either owned or licensed by the Client, and that the Agency is authorized to use and display such materials as described in this Agreement.
10. The Client is solely responsible for the validity of copyrights, trademarks, and ownership claims for the site and marketing materials, and will indemnify the Agency for any claims, damages, or liabilities arising from infringement or other violations.
11. The Client may not direct or request the Agency to incorporate any content that infringes on third-party rights.
12. The Client must abide by the Agency's business policy of conducting email and online campaigns in a manner that does not send unsolicited email, misuse trademarks, send obscene messages, or engage in illegal activities. The Client agrees to make its principals aware of this policy and to cooperate with the Agency in respecting recipient privacy and unsubscribe requests.
13. The Agency may retain third-party service providers or subcontractors to perform the Services and will execute non-disclosure covenants, as necessary.
14. The Agency maintains proprietary rights in its libraries of code and content, developed for various projects. The Agency shall continue to hold such rights in any code and/or content developed in connection with any project.
15. The Agency owns proprietary rights in graphics previously developed and used in any project.
16. The Client shall possess limited, revocable copyrights in graphics developed by the Agency in the course of the project.
17. The Client shall hold proprietary rights in all content provided to the Agency (“Client Content”).
18. The Client grants the Agency and its successors a license to use the graphics developed and the Client Content for promotional and demonstration purposes only.
19. The term “Work Product” refers to all inventions, ideas, concepts, data, drawings, schematics, processes, methods, techniques, designs, prototypes, models, writings, frameworks, algorithms, formulae, architectures, configurations, deliverables, tools, models, utilities, objects, analyses, specifications, reports, designs, other technical elements, and related technical notes and documentation, and other documents or materials created or developed by the Agency during performance under the Agreement. The term “Intellectual Property” encompasses patents, patent applications, trademarks, copyrights, copyrightable materials, trade secrets, and any other similar proprietary rights related to or embodied in the Work Product, including all modifications, improvements, changes, and derivatives thereof.
20. Each party retains all rights, title, and interests in their respective intellectual property and proprietary materials created or developed prior to the execution of this Agreement.
21. The Agency acknowledges and agrees that all Work Product and Intellectual Property created as part of this Agreement shall be the sole and exclusive property of the Client. The Agency agrees that all Work Product and Intellectual Property shall be considered works for hire in favour of the client within the meaning of applicable copyright laws.
22. Both parties shall undertake commercially reasonable efforts to ensure the success of each project. Any delay in providing feedback and/or content by the Client may impact the project schedule and if it causes substantial inefficiency for the Agency, the Agency reserves the right to adjust the fixed prices accordingly or bill an additional fee for the same.
23. The Agency warrants to exert commercially reasonable efforts in providing support to third-party service providers or subcontractors in the execution of the Services. All warranties, express or implied, except the warranty of commercial reasonableness, are hereby disclaimed, including but not limited to, the warranties of merchantability and fitness for a particular purpose related to the Services. Any verbal or written information or advice provided by the Agency, its representatives, or employees shall not create any warranty or expand the scope of the provider's limited warranty.
24. The Agency will not be held responsible for any indirect, incidental, special, or punitive damages, of any kind or nature, regardless of any other provisions in or outside this agreement. This includes, but is not limited to, claims for lost profits, revenues, or data. The liability of the Agency (and its respective officers, directors, partners, employees, and service providers) shall be restricted to the amounts paid to the Agency by the Client under this Agreement.
25. Both parties and their respective service providers and /or subcontractors agree not to use, disseminate, or disclose any confidential information to any person, firm, or business except as authorized by this Agreement and to the extent necessary for the performance of this Agreement. The parties represent that they will exercise reasonable care to protect their own confidential information.
26. This Agreement shall commence on date and for a term, both as identified in the Order Form, unless terminated in accordance with the provisions set forth herein.
27. The Agency may terminate this Agreement at any time with fifteen (15) days’ prior written notice to the Client.
28. Either party may terminate this Agreement with thirty (30) days’ prior written notice for a material breach of the Agreement by the other party. This termination may occur: a. If either party ceases to do business or terminates its business operations; b. If either party fails to promptly secure or renew any necessary license, registration, permit, authorization, or approval for conducting business as contemplated by this Agreement, or if such license, registration, permit, authorization, or approval is revoked or suspended and not reinstated within two (2) weeks; or c. Immediately and without notice if either party becomes insolvent or seeks protection under bankruptcy, receivership, trust deed, creditors arrangement, composition, or a similar proceeding, or if such a proceeding is instituted against either party (and not dismissed within one (1) calendar month).
29. Upon termination of this Agreement, both parties shall deliver to each other all confidential information held by them of the other party, and an authorized officer of each party shall certify in writing that it has done so. The Client shall pay all final invoices submitted by the Agency in accordance with the terms of this Agreement. The Agency reserves the right to retain exclusive rights to all Work Product. Client account access, logins, work product, and assets cannot be conveyed until all outstanding account balances are settled to the satisfaction of the Agency.
30. The Client shall indemnify and hold harmless the Agency and its service providers and/or subcontractors from any and all liabilities, lawsuits, damages, claims, payments, judgments, costs and expenses (including attorney’s fees) incurred by the Agency as a result of any claim or action arising from: a. the Client's performance or non-performance of its obligations under this Agreement; b. any breach of the covenants, representations, and warranties made by the Client to the Agency under this Agreement; or c. any claim or action against the Agency alleging that the content of any e-mail, online transmission, or other distribution of materials provided by the Client and sent in accordance with this Agreement infringes or violates the rights of any third party.
31. Both parties shall act as independent contractors in all matters related to this Agreement and shall not have the authority to assume or create any obligation on behalf of the other party. This Agreement shall not be construed to establish any agency, joint venture, or partnership.
32. All communications permitted or required under this Agreement must be in writing and delivered by email or mail or courier, or fax to the addresses provided by each party. Either party may change its address by providing written notice.
33. A party’s failure to enforce a provision shall not affect its right to enforce it later, and a waiver of a breach shall not be construed as a waiver of the provision itself.
34. Any delays or failures in performance by either party shall be excused if caused by events beyond their control, such as government decrees, acts of God, strikes, or war. If a force majeure event lasts for more than seventy two (72) hours, the affected party must provide written notice to the other party and estimate its duration. Note that a force majeure event shall not excuse payment for services and costs incurred by the Agency.
35. This Agreement shall be governed by the laws of the State of Delaware, and any legal proceedings arising from it shall take place in the state courts of Delaware. Both parties waive all other jurisdiction and venue.
36. If any provision of this Agreement is unenforceable or invalid, it shall not affect the validity of the remaining provisions.
37. During the period of the Agreement and for twelve (12) months after its termination, neither party shall offer employment to or hire any employee of the other party without prior written consent. This provision includes any form of employment, consulting, or contract relationship.
38. In case of a dispute, the prevailing party shall be entitled to recover its reasonable legal fees and costs, including taxable and non-taxable costs like investigation, travel expenses, consultant fees, and mediator fees.
39. Both parties shall keep all confidential information received from the other party confidential and shall use it only for the purpose of fulfilling their obligations under this Agreement.
40. The present Agreement, along with its referred addendums, embody the complete understanding between the parties concerning the relevant matter. This Agreement supersedes all prior or related agreements on the said matter, excluding prior confidentiality agreements entered into between the parties. Any alterations to this Agreement can only be made through a mutual, written accord executed by authorized representatives of both parties.
41. Boring Marketing LLC _____________ _______________, Delaware