Standard Services Agreement

This is an agreement between the:

1. The Client company represented in the, submitted and paid in full, Service Package Enrollment Form accessed through a “Subscribe Now” button on www.RedMangoMarketing.com OR www.products.RedMangoMarketing.com (the “Client”); and 2. Wucher Enterprises, DBA Red Mango Marketing & Media, 9720 Coit Road, Suite 220-227, Plano, TX 75025 (“Red Mango Marketing or RMM”).

In this agreement, the above entities will be referred to as the “Parties”.

The Client wishes to be provided with the Services offered by RMM, and RMM agrees to provide services to the Client based on the terms and conditions of the “Subscribe Now” form.  The Subscribe Now form is the primary contract form that supplies Company Information, Contact Information, Social Media Access, Product Selections, as well as any other additional information necessary for the client requesting services.

1.1 Service Goals

RMM is a service agency that provides websites, email, social media, ecommerce functionality, e-newsletters, social media management and posts, blog writing, and advertising media buying management services to the Client.

RMM will assist the Client in establishing Client media services (social media platforms such as Facebook and Instagram) which become the platform for delivering specific content to the Client’s consumers. This setup period is known as Initiation of Services (“onboarding”).

Once Client media services have been established, monthly contact by RMM with the Client will assist RMM in the development of content. This phase is called Monthly Services.

The content created from Client content, including events, coupons, careers, print advertising, product information, blog posts, email marketing, social media posts, and the like will be communicated in various forms to consumers through Client media services.

The goal is to maintain consistent messaging across all online media where the Client’s consumers may attempt to find the Client. RMM strives to assist small to medium sized businesses to compete more effectively in local markets through digital marketing.

1.2 Initial Stage: Set Expectations and Gather Information

RMM shall provide the following services (“Services”) to the Client in accordance with the terms and conditions of this Agreement:

Once the Client selects a package (on www.products.RedMangoMarketing.com) and completes the enrollment process, including successful payment, work on the Client’s account begins immediately. The information gathered during the online enrollment process, as well as subsequent Client meetings, is then used to create all necessary Client media services for the Client including, but not limited to, a website.

The setup process for RMM services is directly dependent on the ability of Client to provide the required information. The following are materials that are required for the setup process.

1. RMM requires graphical elements, text copy and other creative materials including but not limited to logos, business photographs, business news, promotions for use in various Client media services as well as on the website’s blog.
2. If they do not already exist, various social media and/or advertising accounts will need to be created as a part of the setup process. RMM will assist (when necessary) in creating the necessary accounts.  These types of accounts will hereafter be known as “web services”.
3. Web Service information created for RMM programs must be communicated to RMM before service with that specific account can begin. The information to deliver regarding these web services may include usernames, passwords, profile account numbers, API keys and other service identification markers. Without this information, RMM will not be able to maintain accounts on the Client’s behalf.
4. To furnish the Client with a functioning ecommerce website, RMM requires delivery of accurate information regarding the Client’s in-store product information. Client agrees to complete the product selection portion of the enrollment process. Failure to complete the process may result in the inability of RMM to fulfill timely and/or accurate delivery of an ecommerce online catalog of products for the Client.
5. Client is required to have a website domain name that will be assigned to the website produced by RMM on the Client’s behalf.

At the time of website complete, the DNS information for the domain name will need to be changed to point to the website produced by RMM.

The client has two options:

• Client can provide RMM with the proper credentials to change the DNS information at the domain registrar.
• Client can change the DNS settings to the nameserver information provided by RMM.

Service and Billing Notices for the Initial Stage

1. Failure to complete the enrollment payment process pay bills issued during the setup period can result in an automatic cancellation of services.
2. Failure to deliver required content or account information can significantly delay production. If this occurs, RMM reserves the right to cancel the client’s account.
3. Failure to provide content or approvals does not suspend billing or payments due unless a prior agreement has been reached or the account is formally cancelled, which may result in cancellation fees.
4. While delivering requested information to RMM is the responsibility of Client, RMM will endeavor to assist in these matters where possible.
5. New Client websites will not be launched and put on the Client’s domain until all outstanding balances have been settled.

1.3 Secondary Stage: Monthly Services

RMM will contact Client every month to request and discuss upcoming promotions, events and other marketing items needed for blogs, e-newsletters, and social media marketing efforts. This updated information is required to continue engaging Client’s customers and keep published material as current as possible. It is the Client’s responsibility to provide this information to RMM.

In addition, Client will be responsible for the proofing of material and signing-off on production where appropriate. Failure to approve and/or deliver content may result in missed updates, unpublished materials (mass market emails, Facebook posts, blog posts, product updates, graphics changes, etc.) and unedited materials.

Services and Billing Notices for Secondary Stage:

1. Monthly Updates must be sent to RMM no later than the 15th day of the previous month. Ex. January updates must be submitted by the 15th of December.
2. Failure to deliver required promotional content can significantly delay production and posting of submitted materials.
3. Failure to provide content or approvals does not suspend billing or payments due unless prior arrangements have been made or the account is formally cancelled, which may result in cancellation fees.
4. While delivering requested information to RMM is the responsibility of the Client, RMM will endeavor to assist in these matters where possible.
5. Once received, RMM will load monthly promotional content and information updates to appropriate Client media services within 5-10 business days.

The next section outlines information required, describes use of information and implementation of Client media services.

1.4 Services Descriptions

Once Client media services have been initialized, RMM will contact the Client monthly to understand upcoming promotional and information update needs. Client media services will be the vehicle for presenting that information. Monthly content delivered to RMM should be promotional and informational in nature. The following are items that may be promoted:

Events: These are actual occurrences that have a start date and an end date, such as a Sales Event or an In-store Seminar.

Coupons/Specials: These are a specific form of promoting available specials that are available in your store. Coupons/Promos can also be targeted to specific Client media (web only coupon, email only coupon, Facebook only coupon).

Blogs: RMM will use information provided by Client to write and publish blog posts to the Client Website.  RMM may also republish any content from Manufacturers identified as “approved for redistribution”.

Products: Product Catalogs are provided and maintained by RMM based on the Service selected.  RMM will add Client specific products (items not yet in the RMM product database) to the ecommerce store for an additional fee or as specified by the Service.

Basic Website Features: Each website produced through a RMM package starts with specific basic pages. Descriptions and features may vary from package to package. Note that the client owns the website once it is completed and may contract RMM to help manage it.

1. Home Page: General summary of promotional content including information regarding events, coupons, careers, blogs, and featured products where applicable. Generally, there are also indications of location specific information, hours of operation and an email signup form.
2. About Page: This is an opportunity for the Client to provide history and services information for general consumption.
3. Products: Lists of available products
4. Locations: Display of all Client locations with Google map
5. Special Offers: Lists of available untargeted and web targeted coupons
6. Contact Us: A simple contact form allowing consumers to contact Client’s company

Features May Include:

1. Product Catalog
2. Online eCommerce platform (with choice of merchant processor)
3. Product keyword searches
4. Category filtering
5. Category based breadcrumbs
6. Featured products
7. Discounted products
8. Several descriptions that help with SEO targeting and commercial intent on the website

Ecommerce Website may include: Note that the client owns the website once it is completed and may contract RMM to help manage it.

• Products selected by the client from the RMM database of more than 4,000 items
• Pricing
• Discounts & Vouchers
• Custom Groups
• Privacy & Return Statements
• Additional products client may want to add

 

Email Marketing Features: RMM will manage an email list for customers through a service known as Constant Contact. Emails will be sent as frequently as desired by the Client.

Basic Social Media Features: Facebook is the most common vehicle for distributing content through RMM services. This media will be used to carry the same promotional content as web and email in various forms, in addition to a social media calendar consisting of industry-related content.

Service Note

RMM is only responsible for the ongoing upkeep, maintenance, hosting and management of items explicitly stated in the Subscribe Now form, program prospectus or Standard Service Agreement. Updates, investigations, support tickets and communication may require 7-10 business days turnaround time.

RMM may employ third-party technologies and platforms as part of this agreement including but not limited to:

• Constant Contact
• Google Ads Platform & Google My Business Platform
• Facebook Ads Platform

Third-party platforms are completely owned by third-party technology companies. RMM makes no claims to own or control these platforms. RMM is not responsible for third-party compliance, decisions, service interruptions or other unforeseen or seen circumstances related to third-party technologies.  RMM is not responsible for the maintenance or management of such applications.

1.5 Payment

Billing schedules are initiated within one to two weeks of signing the “Subscribe Now” service initiation contract. Payments due RMM are not contingent on whether final services have been rendered, but rather when RMM has started building and performing services for Client. That is to say that websites or other media created on behalf of the Client do not need to be live in order for bills to be sent. Billing and payments should be expected once RMM begins the extensive and laborious process of creating defined media content for Client.

Billing Terms:

• Client agrees to pay the Price stipulated in this agreement.
• Monthly Fees already paid for work pursuant to this Agreement are non-refundable Monthly Payments must be made prior to receiving services for that month.
• Billing terms are NET 21. Bill payments are due within 21 days of billing date set on invoices.
• Services will be suspended for Client accounts 60 days or more overdue and will be reinstated after accounts are made current.
• Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising because of the provision of the Services by RMM to the Client under this Agreement and such shall be payable by the Client to RMM in addition to all other charges payable hereunder.
• Client can speak with customer service, RMM specialists or program administrators to clarify billing question.
• Credit, billing corrections and other billing errors made by RMM will be updated in the following month’s billing statement.
• Client may be invoiced by the RMM Accounting Department via email. Payments can be made to RMM by credit card or check at the following address: Red Mango Marketing & Media, 9720 Coit Road, Suite 220-227, Plano, TX 75025.

1.6 Price

Monthly fees, customization fees and other costs to the Client are negotiated as a part of the service. The payment model for the Client is determined by the corresponding service. For current pricing models, please see our website.

1.7 Cancellation Policy

By completing the RMM online enrollment and subscription process, Client agrees to participate in this program for no less than a 12-month period from the date of submission. Pricing and program guidelines are based on a 12-month program and participation schedule. Early cancellation will require a $500 fee to be paid in full before cancellation can be processed. Cancellation after the initial 12-month period will be processed on the last day of the cancellation month. Cancellations require at least 30 days’ notice in writing.

1.8 Limitation of Liability

1. RMM is not responsible (monetarily or otherwise) for typographical errors or presentational inaccuracies displayed on client media services. RMM will make every effort to correct the presented errors at Client’s request or when encountered through normal review, but RMM is not monetarily responsible for these inaccuracies.
2. Subject to the Client’s obligation to pay the Price to RMM, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the cost of 1 months’ service price.
3. To the maximum extent permitted by applicable law, in no event shall RMM or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the service, third-party software and/or third-party hardware used with the service, or otherwise in connection with any provision of this Agreement), even if RMM or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

2.0 General Terms

2.1 Intellectual Property Rights

1. RMM, in no way owns or claims to own Client provided content. Content including graphics, text copy and other materials are solely the property of the content supplier.
2. In respect of the Material specifically created for the Client as part of the Services, RMM assigns no guarantees to the Client of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished.
3. If any third-party intellectual property rights are used in the Material, RMM shall take reasonable steps to secure all necessary consents and approvals to use such third-party intellectual property rights for the Service Provider and the Buyer. The Client assumes full liability for licensing permissions for intellectual property used in representative materials published on the Client’s online presence.
4. RMM will often produce and allow access to material owned by RMM to client. RMM grants specific presentational access of this RMM owned material to clients. Licensing of that material is limited to the presentational use of that content when delivered to client. These materials may include graphics, blogs, or other materials created for client media services. This content is owned by RMM and licensed to Client. Client has no claims to ownership of these client media services.
5. Content provided through client media services on behalf of Client are produced specifically for the media in which they are displayed or presented. In addition, content displayed or presented through client media services are accumulated through multiple content sources. Use, duplication or modification of these materials is strictly prohibited unless:
   1. RMM has created material in question for the client and material is not linked to some other content source under other ownership
   2. Content supplier grants reuse of content to the Client, in writing as proof of consent. Once this proof is provided to RMM, RMM will release the material
6. In the case of a content ownership dispute, Client must provide reasonable proof that the content belongs to that party. Otherwise, RMM records will be used to determine the owner.
7. For the purposes of this Clause 2.1, “Material” shall mean the materials, in whatever form, used by RMM to provide the Services and the products, systems, programs or processes, in whatever form, produced by RMM pursuant to this Agreement.
8. Third Party Software & Applications. Pursuant to fulfillment of Client media services in this Agreement, RMM may use third-party applications including but not limited to

Constant Contact, Facebook Sales Channels, and Google Ads Platform. RMM bears no responsibility for the performance, accessibility, legal compliance, or data protections afforded by such technology platforms. The Client is responsible for oversight and compliance of all aspects of their website and Client Media Services, including oversight of third-party technology, and alerting RMM to the need for removal of any third-party technology resources deemed unwanted, unnecessary, or non-compliant according to the needs and requirements of the Client. Content, terms, and functionality of third-party applications are considered the intellectual property of the corresponding third-party company and RMM makes no claims or assignments of intellectual property or access rights to third-party technology to the Client except as set by the terms of service of each third-party entity.

2.2 Warranty

RMM represents and warrants that:

1. It will perform the services with reasonable care and skill.
2. The Services and the Materials provided by RMM to the Client under this Agreement are not intended to infringe or violate any intellectual property rights or another right of any third party.
3. Materials provided to RMM by the Client under this Agreement will not infringe or violate any intellectual property rights or another right of any third party.

2.3 Terms and Termination

This Agreement shall be effective on the date provided when the enrollment form was submitted. This Agreement can be terminated sooner in accordance with the Cancellation Policy at Clause 1.7.

Other Causes for Termination:

1. RMM can terminate this agreement with Client in the event that the client is non-responsive in the setup period for more than 60 days
2. RMM can terminate this agreement with Client for non-payment after 60 days from last payment made.
3. One of the Parties is in breach of this Agreement and the breach is not remedied within 30 days of written notice from the other party
4. A voluntary arrangement is approved between RMM and the Client for circumstances not covered in this agreement

Materials to be returned from RMM to Client Upon Termination:

1. All images and other materials supplied by the Client will also be returned.
2. All account information including web service account usernames, passwords, API keys and other identification information required for the continued management of web services
3. Access to Constant Contact along with instructions for how to terminate the Constant Contact Service.
4. Zipped/Compressed copy of the Client website produced by RMM.

After termination of the Agreement and materials described above are returned, the website on RMM servers will be shut down and immediately removed.

2.4 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by RMM, its employees, agents, or subcontractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture or otherwise between the parties.

2.5 Confidentiality

Neither Party will use, copy, adapt, alter, or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature including but not limited to knowledge of internal processes, systems, procedures, and trade secrets. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

2.6 Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission, or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

1. First-class post, 2 days from the date of posting
2. Hand or by facsimile transmission, on the date of such delivery or transmission; and Electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail

2.7 Indemnification

Client/Company shall defend and indemnify RMM and its directors, officers, and employees, contractors, and stockholders. (collectively, “Indemnified Parties”) from and against all third-party claims, actions, suits, demands, damages, obligations, losses, settlements, judgements, costs and expenses (including without limitation reasonable attorneys’ fees and costs) (“Claims”) which arise out of or relate to (1) death or bodily injury or (2) loss of or damage to property resulting from any negligent act or willful misconduct of RMM except to the extent that such Losses result from, in whole or in part, the unlawful acts of the Indemnified Parties or any other person acting in concert with them. In no event shall RMM be liable for any consequential damages or lost profits under this Indemnification clause, regardless of the legal theory under which such damages are sought, and even if it has been advised of the possibility of such damages.

2.8 Miscellaneous

1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
2. If any part, term, or provision of this Agreement is held to be illegal or unenforceable, neither the validity nor enforceability of the remainder of this Agreement shall be affected.
3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
4. This Agreement constitutes the entire understanding between the Parties relating to the subject
5. Matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations, or understandings with respect hereto.
6. Neither Party shall be liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion, or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
7. This Clause 2.8(g) and Clauses 2.3, 2.5, 2.6, 2.7 and 2.8 of this Agreement shall survive any termination or expiration.
8. This Agreement shall be governed by the laws, governing bodies, and courts in the State of Texas.