This agreement governs the terms under which digital marketing services are provided.
Effective Date: January 1, 2026
California Corporation
22704 Ventura Blvd, Unit #239, Woodland Hills CA 91364, United States
Contact: [email protected]
This Digital Marketing Services Agreement ("Agreement") is entered into by and between Plucky Reach ("Consultant") and the client identified in the accompanying Term Sheet ("Client"). This Agreement governs the terms under which Consultant will provide digital marketing services to Client as set forth herein.
The terms and conditions of this Agreement shall be in effect for the Term as defined in the Term Sheet.
The Consultant will, in accordance with the terms of this Agreement, perform the services described in the Term Sheet in a workmanlike manner consistent with the standard of care and professionalism customary to its peers.
The Client agrees to the following payment terms:
All fees are non-refundable. Client agrees not to encumber any payments in any way, for any reason. Notice must be given at least 15 days before the next payment due date to be removed from Auto Bill Pay.
Client agrees to assist in the initiatives by promptly answering and returning all emails and telephone calls. Client agrees to provide Consultant, and maintain throughout the course of this Agreement, administrative access to Client's website, hosting, and any other applicable accounts including ads and analytics. The Client agrees to allow the Consultant to determine what content will be beneficial to the campaign and to post said content as applicable.
In order to properly guarantee a return on investment, Client agrees that Consultant will have full control over design, development, implementation, campaign strategy and setup, and execution of Client's entire marketing strategy as a whole. Client also understands and agrees that lead scoring is critical to the success of any lead generation marketing campaign and agrees to annotate in detail any leads that are submitted including calls, form fills, and chats, and to provide this information on a monthly basis to Consultant to be utilized as a dataset to ensure optimal success of Client's campaigns.
Client acknowledges that delays in providing access, approvals, content, or feedback may impact campaign performance and go-live timelines. Consultant shall not be held responsible for performance shortfalls or delays directly attributable to Client's failure to participate as required under this Agreement. In the event Client's failure to respond or provide required materials extends beyond fifteen (15) consecutive days, Consultant reserves the right to pause active work while management fees continue to accrue.
The Consultant agrees that, once paid for completely according to the Fees schedule contained in the Term Sheet, the accounts, content, campaigns, and digital assets built by Consultant, in their entirety, will be the intellectual property of Client. The Consultant also agrees to abide by all third-party guidelines set forth by applicable search engines and advertising platforms.
In the event of early termination or termination due to non-payment, all work product, campaigns, accounts, assets, and content created by Consultant shall remain the property of Consultant until all outstanding balances, including Kill Fees, Late Fees, and Reinstatement Fees, are paid in full. Consultant is under no obligation to transfer access or assets until full payment is received.
Monthly spend can be increased or decreased, without limitation, at any time during the duration of this Agreement. For the purposes of budget changes, an email will be considered acceptable Notice. The Consultant will advise Client on the timeframe for the go-live date of the campaign, which will depend on the complexity of the campaign and Client's participation.
The design of custom display ads is considered Out of Scope Work and, if requested, will be subject to additional charges at the Agency Hourly Rate as defined in the Term Sheet.
Google My Business will be synced, if applicable, to Google Ads included in this Agreement. Any other steps or processes necessary, including setup of a Google My Business profile, claiming a profile, building out content on a profile, or adding pictures, will be subject to additional charges at the Agency Hourly Rate.
Client agrees that only written communications sent by email to Consultant will be considered communication given. During the course of this Agreement, Client and Consultant may collaborate over phone calls, texts, video conferencing, or screen share. However, to centralize communication and ensure delivery, Client agrees to summarize any requests, change orders, edits, approvals, or disapprovals in email form. Communication by email does not negate Notice requirements as contained herein.
Client agrees to engage and maintain an on-demand, subscription, or retainer-based relationship with reputable webmaster, IT, and hosting companies for the website and domain referenced in this Agreement. Client agrees that Consultant is not responsible for hosting, servers, websites, email clients, databases, viruses, malware, error diagnosis, maintenance, or repairs.
Client agrees that all services to be performed under this Agreement are specified herein. Any and all work requests for services not specifically covered by this Agreement will be subject to additional charges at the Agency Hourly Rate. All hours are to be billed in one-hour increments. Consultant will provide an estimate of hours and seek and obtain approval of the estimate before work is performed. The total amount of the estimate will be due before work commences. The final invoice will be billed for total time and materials expended and will be revised for any additional amounts at completion of the project, the difference of which will be due upon receipt.
Client agrees that all work items, tangible and online, will be deemed accepted, whether edits or changes are needed or not, within five (5) days of receipt by Client, unless explicitly rejected in writing as per the Notice clause of this Agreement. Client further agrees that failure to provide written rejection within the five (5) day window constitutes unconditional acceptance of the work as delivered, and no refund, credit, or revision request shall be honored after such acceptance has occurred.
Management fees will be determined by the applicable percentage of Client's ads platform spend according to the Management Fees schedule in the Term Sheet. Management fees will be calculated and billed during the first week of each month for the previous calendar month's spend. Management fees referenced herein are applicable per ads platform and will be billed as separate line items for each ads platform being managed under this Agreement. If Consultant takes over management of existing campaigns, the management fee will apply to the spend from the date Consultant first makes changes to the account.
Client shall reimburse Consultant for all reimbursable and jointly approved itemized expenses with third-party vendors. Consultant agrees to promptly provide appropriate documentation for all approved third-party expenses before reimbursement is due.
Consultant shall perform the Services in accordance with all applicable local, state, and federal laws and regulations.
It is the intention of the parties to this Agreement that the Services rendered hereunder shall be rendered by Consultant as an independent contractor and not as an employee, agent, or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal tax purposes. Consultant shall retain the right to perform services for others, outside of any exclusive territory or category, during the entire term hereof.
Consultant agrees to maintain the confidentiality of files or other information it is provided or develops during the course of its work for Client. It is understood that disclosure of certain information provided by Client may be necessary or appropriate in the course of Consultant's representation of Client. Such disclosures shall be made upon consultation with Client or Client's designated representative and with written consent from Client. This Agreement and all methodology disclosed by Consultant to Client shall not be disclosed to any third party other than Client's legal counsel. In the event Consultant violates the confidentiality of Client, this Agreement will terminate with no further recourse to Client.
Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies. Rights and remedies under this Agreement may be used exclusively by Consultant to enforce the terms of other Agreements that Consultant may have with Client, if applicable.
Client may terminate this Agreement upon thirty (30) days written notice. Client acknowledges and agrees that all fees, including the initial setup fee, once remitted by any means or charged by credit card or ACH transaction, are non-refundable. During the 30-day notice period, Client agrees that all fees will continue to accrue and be due as normal. Consultant will continue to perform services during the notice period at its discretion. Consultant reserves the right to cease active campaign spending on behalf of Client during the notice period while retaining any management fees already earned. All work items, tangible and online, and access to such, shall remain the property of Consultant until this Agreement is terminated according to the terms herein and the completion of all payments and additional incurred costs.
Notice to Client: This Section Contains Early Termination Fees. Please Read Carefully Before Signing.
Client acknowledges that upon execution of this Agreement, Consultant immediately commits resources, personnel, and operational capacity to Client's account. In recognition of this investment, and as a reasonable pre-estimate of Consultant's anticipated losses in the event of early termination, the following Kill Fee schedule shall apply. This Kill Fee structure is intended to function as liquidated damages consistent with California Civil Code Section 1671 and is not intended as a penalty.
| Termination Timing | Kill Fee Due |
|---|---|
| Within 30 days of Agreement execution | 75% of remaining management fees for current term |
| 31 to 90 days of Agreement execution | 60% of remaining management fees for current term |
| 91 days or more into current term | 50% of remaining management fees for current term |
"Remaining management fees" shall be calculated based on the average monthly management fee invoiced during the three (3) months preceding the termination notice, multiplied by the number of months remaining in the current term.
The Kill Fee is separate from, and in addition to, all fees already earned, invoiced, incurred, or due as of the termination date. The Kill Fee shall be due and payable within seven (7) days of the written termination notice date.
Client further acknowledges that this Kill Fee schedule was disclosed, presented, and agreed to prior to execution, satisfies California's requirement for clear and conspicuous disclosure of material contract terms, and represents a reasonable pre-estimate of Consultant's losses rather than a penalty.
Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, pandemic, government intervention, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.
Client and Consultant agree that the terms and conditions of this Agreement shall constitute the entire Agreement between the parties as to the matters set forth herein. Client and Consultant may modify the terms of this Agreement only by executing a written Agreement Addendum, which shall reference this Agreement and shall be executed by both parties.
Both parties agree and covenant that neither shall at any time, directly or indirectly, make, publish, or communicate to any person, entity, or public forum, including but not limited to Google Review, Yelp, Instagram, and Facebook, any false remarks, comments, or statements disparaging the other party.
The parties agree that any dispute, claim, or controversy arising out of or in connection with this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), shall be governed by the laws of the State of California and shall be submitted to and finally resolved by arbitration administered by JAMS in accordance with JAMS' Commercial Arbitration Rules then in effect. The seat, or legal place of arbitration, shall take place in Los Angeles County, California, before a single arbitrator who is mutually agreed upon by the parties. The arbitrator must be an attorney, judge, or retired judge licensed to practice law in the State of California. The arbitrator shall issue a written award which shall contain, at a minimum, the names of the parties, a summary of the issues in controversy, and a description of the award issued. The arbitrator's decision shall be final and binding and not appealable to any court. Judgment in conformity with the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Client and Consultant agree that they will split the costs of arbitration. Client and Consultant further agree that the prevailing party in any Dispute arising hereunder shall be entitled to an award of its reasonable attorneys' fees and legal costs against the non-prevailing party.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ANY TERM SHEETS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY TERM SHEETS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Except as expressly stated in this Agreement, Consultant expressly disclaims and negates any implied or express warranty of merchantability, any implied or express warranty of fitness for a particular purpose, and any implied or express warranty of conformity to models or samples of services.
Client acknowledges that Consultant's services are dependent in part on third-party platforms including, but not limited to, Google, Meta, TikTok, and other advertising or technology platforms. Consultant shall not be liable for any changes in platform policies, algorithms, ad auction dynamics, account suspensions initiated by the platform, or other third-party actions that affect campaign performance or account standing. Consultant will make reasonable efforts to adapt strategy in response to such changes, but no guarantee of performance is made or implied.
IN NO EVENT SHALL CONSULTANT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CONSULTANT, IF ANY, PURSUANT TO THIS AGREEMENT, IN THE YEAR IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
In the event that Consultant incurs any fees, costs, or disbursements in an effort to collect on unpaid fees, in addition to interest on the unpaid balance, Client agrees to reimburse Consultant for these expenses.
During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client agrees not to directly or indirectly solicit, recruit, hire, or engage, as an employee, independent contractor, or in any other capacity, any employee, contractor, or subcontractor of Consultant who was involved in the performance of services under this Agreement. In the event of a breach of this provision, Client agrees to pay Consultant a recruitment fee equal to the annualized compensation of the solicited individual as liquidated damages.
Except where expressly written, all Notices under this Agreement shall be in writing and shall be deemed given only when personally delivered or three (3) days after being sent by prepaid priority U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written Notice. Acceptance of Notice by Consultant by any other means shall not be deemed a waiver of Client's responsibility to provide Notice under this Agreement as written.
To Consultant: Plucky Reach, 22704 Ventura Blvd, Unit #239, Woodland Hills, CA 91364, United States
At the end of the initial term, and all subsequent terms, and subject to the Termination provision, this Agreement shall automatically renew for an additional period equal to the initial term, upon the same terms and conditions contained herein, excluding the setup fee. To avoid automatic renewal, Client must give Notice to Consultant of termination at least thirty (30) days prior to the Agreement end date.
The representatives of Client and Consultant warrant that they have the authority to sign on behalf of and bind their principals and have caused this Agreement to be duly executed the day and year first above written. Any and all communication or involvement acknowledging, whether explicitly or implicitly, any part of the services referenced herein or the terms of this Agreement, involving the principals of Client, will for the purposes of this Agreement, by common law and legal precedent, be considered a ratification of Client's agent's authority to bind the principal. This Agreement sets forth and constitutes the entire Agreement and understanding of the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior Agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. The parties acknowledge that each has had an opportunity to retain an attorney to review the terms and conditions of this Agreement. No provision hereof shall be interpreted against the interests of one party solely because such provision was drafted by such party or by the attorney for such party.
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
For questions about this Agreement, contact us at:
Email: [email protected]
Address: 22704 Ventura Blvd, Unit #239, Woodland Hills, CA 91364