Between “us”, Farotech, and “You”, The Client. You, The Client, are hiring Farotech to perform marketing services.
We’ll meet with you periodically, create strategy documents, and offer regular touch-bases over the phone. We’ll review your analytics and provide recommendations.
We’ll develop a content strategy for your corporate pages and write/publish content each month. Based on this agreement, The Client shall provide to Farotech, all page and article ideas, concepts, outlines and keywords. Clients must provide all videos. Pictures, which are specific to clients such as vehicles, buildings, office, workers, etc. must be provided by the client. This proposal does not include image (pictures) editing, video editing, flash element creation, or animation. These extra items are available at our billable rate. Assumptions include: images are defined as photographs, illustrations, and custom graphics. Features common to every page of the design (banners, icons, menu graphics, etc.) are not considered images. This includes Web Design & Development, Paid Advertising, and Local SEO Services.
If applicable, we’ll set up Third-Party Software for you and train you on how to use it. Hubspot, Birdeye and others are considered third-party software, so Farotech is not responsible for any bugs within their software.
We know from experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate to cover the additional work.
Farotech may, from time to time, leverage advanced, approved Artificial Intelligence (AI) tools and technologies to augment and optimize the delivery of marketing services under this Agreement. This includes, but is not limited to, the use of AI for:
The primary objective of incorporating these AI tools is to significantly improve and enhance the overall quality, impact, and efficiency of marketing materials, marketing strategy, and marketing output. Specifically, the utilization of AI is intended to drive advancements in:
Farotech is committed to upholding the highest standards of data privacy and cybersecurity in all its operations, including the use of AI tools. Farotech maintains robust technical and organizational measures designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. This commitment includes, but is not limited to:
Farotech acknowledges the critical importance of protecting Protected Health Information (PHI) and other sensitive data, especially in engagements involving the Health Insurance Portability and Accountability Act (HIPAA). Farotech is acutely aware of the stringent requirements of HIPAA and undertakes rigorous measures to mitigate any risks associated with its AI tool usage or services that could lead to a HIPAA violation. This commitment involves:
The use of AI tools by Farotech, as described in this Section, shall be subject to the existing indemnification, limitation of liability, and confidentiality clauses as set forth in this Section and including respectively, of this Master Services Agreement. Farotech shall endeavor to select and use AI tools and services that incorporate appropriate safeguards and terms consistent with Farotech’s obligations under this Agreement. The Client acknowledges that while AI tools enhance service delivery, notwithstanding the foregoing, Farotech shall not be responsible for Privacy Impact Assessment (PIA) violations or data security incidents that arise from client-provided data or client systems that are outside of Farotech’s direct control or management. Farotech’s responsibility for data security and privacy is limited to its own internal processes and the tools it directly controls as part of the service delivery.
We agree to use our best efforts to fulfill and exceed your expectations on the services scoped as described above. To ensure a clean and efficient process we expect that you will have an internal representative available to aid in the collection of pertinent information, and review/approve all content prior to publishing.
A dedicated full-services marketing agency. Best practices will be followed and open lines of communication will be expected at all times. Accountability of work performed on your behalf will be verified and documented upon demand. Various functions will be assigned to project managers with complete oversight of management.
A dedicated point of contact with decision-making capabilities should be assigned to work with Farotech. This individual will be responsible for delivering requested content, graphics, data and company direction. It is expected that both parties will perform their duties, attend scheduled meetings and display professional integrity at all times.
Requests above and beyond our agreed scope may be considered out-of-scope and an amendment will be recommended. Projects that go dormant for longer than 45 days will incur fees to resume work at the discretion of Farotech.
Farotech will invoice The Client on a regular basis as per our agreement. The Client will supply Farotech with all necessary purchase order numbers and other internal information required for invoice processing.
The Client agrees to pay invoices per the agreed payment terms. In the event that an invoice goes unpaid for an extended period of time Farotech reserves the right to stop work until payment is received.
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
The Client has the right to modify, reject, cancel or stop any and all plans or work in process. However, The Client agrees to reimburse us for all costs and expenses we incurred prior to the change in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for The Client (If applicable).
The Client guarantees that all elements of text, images, or other artwork provided are either owned by The Client, or that The Client has permission to use them. Upon final payment, copyright will be automatically assigned as follows: The Client will own the visual elements that we create. We’ll give The Client source files and finished files, upon request. The Client owns all elements of text, images and data provided, unless someone else owns them. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to The Client, exclusively and in perpetuity for this project only, unless we agree otherwise. Farotech retains the right to display graphics and other content elements as examples of their work in their portfolio.
The Client shall be responsible for the accuracy, completeness and propriety of information concerning products and services which The Client furnishes to us verbally or in writing in connection with the performance of this Agreement.
Farotech acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Farotech on behalf of The Client or disclosed by The Client to Farotech. More detailed information below in the “Non-Disclosure Agreement” section.
This Agreement between Farotech and The Client will be governed by the specific Contract and Billing terms outlined in the PandaDoc Contract. Unless otherwise specified within PandaDoc, the Contract will automatically renew for successive monthly periods after the initial term. After the initial term, either party may terminate this agreement by providing not less than sixty (60) days’ written notice to the other party. Any modifications to the duration or scope of services under this agreement will require a “Modification of Agreement” addendum, mutually agreed upon by both parties.
Either party may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within sixty (60) days of receipt of notice, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period and diligently proceeds to cure the default. In addition, either party may immediately terminate this Agreement by giving written notice if the other party is insolvent, makes an assignment for creditors, has a trustee or similar agent appointed, or materially breaches payment obligations.
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for The Client’s account shall be paid for by The Client, in accordance with this Agreement. We agree to use our best efforts to minimize such liabilities upon written notification from The Client. We will provide written proof of any such non-cancelable commitments upon request.
If upon termination there exist any materials furnished by us or services performed for which The Client has not paid us in full, until payment is made The Client agrees not to use any such materials or the product of such services.
Upon termination, provided there is no outstanding payment due to Farotech, Farotech shall transfer and assign all property and materials belonging to The Client. The Client agrees to pay costs associated with transfer of materials.
Client shall retain all rights, titles and interest in and to its background materials (e.g., data, text, logos, trademarks).
The Client agrees not to copyright, trademark, or otherwise claim ownership over any materials, content, designs, or other intellectual property created by Farotech in the course of providing services under this agreement. All such work product shall remain the sole property of Farotech.
Farotech grants The Client a non-exclusive, non-transferable license to use the final materials and deliverables provided for the purposes outlined in this agreement. The Client may not reproduce, distribute, modify, or create derivative works from Farotech’s work product without express written permission.
Regardless of the place of signing, The Client agrees that for purposes of venue, this contract was entered into in Pennsylvania and any dispute will be litigated or arbitrated in Pennsylvania.
The parties each represent and warrant that each has full authority to enter into this Agreement and perform all obligations hereunder without violating third-party rights.
The agreement contained in this contract constitutes the sole agreement between The Client and Farotech regarding all items included.
If any provision is held illegal, invalid or unenforceable, that provision will be severed and the remaining provisions will remain in full force and effect.
Client Non-Solicitation. The Client agrees that during the term of this Agreement and for a period of two (2) years immediately following the termination or expiration of this Agreement, the Client shall not, directly or indirectly, solicit, recruit, or offer employment or engagement as an independent contractor to any person who is, or was at any time during the term of this Agreement, an employee of Farotech. This prohibition applies whether the solicitation is on the Client’s own behalf or on behalf of any other person or entity.
Indirect Solicitation. This non-solicitation obligation includes, but is not limited to, using information gained during the course of the engagement to identify Farotech employees, or directing any third party (such as a search firm or recruiter) to target or solicit any Farotech employee.
Exception. The Client shall not be deemed to have violated this Section if an employee of Farotech independently responds to a general advertisement of employment placed by the Client that is not specifically directed at Farotech employees.
Remedy. The Client acknowledges that a breach of this provision will cause irreparable harm to Farotech for which money damages alone may be inadequate. Accordingly, Farotech shall be entitled to seek injunctive relief, in addition to any other remedies that may be available in law or in equity, to enforce the provisions of this Section.
We agree that during the term of this Agreement and for one year following, Farotech will not contract for services with any other provider in The Client’s industry that provides the same services as The Client, within a specific service area.
Farotech may terminate or suspend The Client’s access to services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if The Client breaches these Terms and Conditions. Upon termination, The Client’s right to use the services will cease immediately.
Notwithstanding any damages that The Client might incur, the entire liability of Farotech and any of its suppliers under this agreement shall be limited to the amount actually paid by The Client or 100 USD if The Client hasn’t paid anything. To the maximum extent permitted by law, Farotech shall not be liable for any special, incidental, indirect, or consequential damages whatsoever arising out of or related to the use or inability to use Farotech’s services.
Neither party shall be liable for any delay or failure in the performance of its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of war, terrorism, riots, civil commotion, strikes or other labor difficulties, fires, floods, earthquakes or other natural disasters, or any governmental regulation or law. The affected party shall use reasonable efforts to promptly notify the other party of such a delay or failure, and shall use commercially reasonable efforts to resume performance as soon as practicable.
Farotech’s services are provided to The Client “as is” and “as available” without warranty of any kind. To the maximum extent permitted by law, Farotech disclaims all warranties, express or implied, regarding the services, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
It is understood and agreed that the parties to this Agreement would each like to provide the other with certain information that is considered confidential and should not be shared with employers, employees or other parties. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.