This Master Services Agreement (the “Agreement”) shall govern the provision of services to the undersigned client (the “Client”) by AGENCY (“Ketamine Lead Gen”). Additional terms, such as the services and deliverables to be provided hereunder, the schedule for the delivery thereof and the amount of fees payable therefor are set forth on the attached Schedule of Work (the “SOW”) or Proposal which is hereby incorporated herein by this reference and may, from time to time, be amended upon the written consent of both parties. In the event of any conflict between the terms of any SOW or Proposal and the terms of this Agreement, the terms of the Agreement shall control.
1. Additional Services, Project Changes
Any services outside the scope of the Proposal or SOW or changes to previously approved work requested by the Client shall be the subject of an additional SOW or Change of Scope to be approved in writing by both parties. Each such additional SOW or Change of Scope is hereby incorporated herein by this reference.
2. Expenses
Client will be notified in advance for pre-approval of any additional expenses in excess of more than ten percent (10%) of those set forth on the SOW. At Agency’s discretion, Client shall either pay such fees directly to the third-party vendor or reimburse Agency therefore upon presentation of applicable invoices. Agency shall maintain records of expenses. Where applicable, Agency will invoice Client for all fees related to acquisition of talent or talent services in advance and will only secure talent services upon receipt of all such fees from Client.
3. Time of Payment and Late-Payment Charges
The Client shall pay Agency for all work performed under this Agreement in strict accordance with the applicable SOW. Under no circumstances shall any payment owed to Agency be contingent upon the Client’s receipt of any funds, revenues, or other compensation. For absolute clarity, fees or commissions due to Agency for media planning and buying services are separate from, and in addition to, any other fees outlined in the SOW, including but not limited to design, branding, hosting, and content distribution and syndication. Any delays caused by the action or inaction of Client shall result in an adjustment of fees at Agency’s sole discretion, subject to Client approval. All invoices issued by Agency are due and payable in full within five (5) business days of receipt. No rights shall be granted to Client under this Agreement unless and until Agency has received full and timely payment of all outstanding amounts. Agency reserves the right to suspend performance of services and withhold the delivery of any materials until full payment is received. Agency shall bear no responsibility or liability for any damages, losses, or claims resulting from the suspension of services and/or withholding of materials due to Client’s non-payment. Late payments shall incur a fee of 10% of the outstanding balance per month or the highest rate permitted by law, whichever is lower. In the event of non-payment, Client shall be liable for all costs of collection incurred by Agency, including but not limited to attorneys’ fees and related expenses.
4. Client Representative
In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Agency (the “Client Representative”). The Client Representative shall be responsible for coordination and review of the Agency’s services and notifying Agency of Client instructions, change orders and approvals. The signature or e-mail approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the scope of work or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.
5. Client Obligations and Materials
The Agency’s ability to perform its obligations under this Agreement may be dependent on the Client fulfilling its obligations. The Agency shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this Agreement.
All copy provided by the Client shall be in electronic, Macintosh-compatible or Windows compatible format suitable for typesetting. Where photographs, illustrations or other visual materials are provided by the Client, they shall be of professional quality and in a form suitable for reproduction without further preparation or alteration. The Client shall pay all fees and expenses required to bring nonconforming materials up to such standards. The Client warrants that all assets, concepts, materials, specifications, information and instructions provided by Client or its agents may be exploited pursuant to this Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any rights of any third parties.
6. Approval of Work
Work will not commence until the signed SOW or Proposal has been received. Within five business days following receipt of any deliverables, the Client will provide Agency with either (a) written approval and acceptance of such deliverable (which will not be unreasonably withheld), or (b) a written list of reasonable modification guidelines that will bring the deliverables into compliance with the SOW. Each deliverable hereunder will be deemed accepted by the Client if, within five business days of its delivery to the Client, the Client does not receive the foregoing written notice.
The Client's written approval of any deliverables, materials, plans or other Work created or produced by the Agency in the course of the provision of the Services, or any cost estimate, will constitute the Agency’s authority to purchase, publish, and make contracts for talent, space, time and other facilities and otherwise to do any other act or thing which the Agency considers it reasonable to do in order to carry out its obligations under this Agreement or any Statement of Work.
The Agency will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client's instructions and the Agency will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.
7. Suppliers
Unless otherwise stated in this Agreement or agreed by the parties in writing, the Agency’s contracts with suppliers in respect of the Services shall be made in accordance with suppliers’ standard terms or such other terms as the Agency is able to negotiate with the relevant supplier.
The Agency shall act as principal in all such contracts, but all rights and liabilities as between the Client and the Agency shall correspond to those between the Agency and the various suppliers under such conditions, including in particular any service levels and any rights of amendment, omission and cancellation. The Agency shall use reasonable efforts to procure best commercial terms for the Client, and on the Client’s written request the Agency shall supply the Client with the relevant terms and conditions.
Notwithstanding the above, unless the parties agree to different arrangements in writing, the Agency shall negotiate with any talent or celebrities (if applicable) on behalf of the Client, but the Client shall contract with such suppliers directly in order to derive maximum benefit from the relationship.
8. Legal Clearances and Indemnification
The Client is responsible for obtaining all legal clearances required for the performance of services hereunder. The Client shall indemnify, defend (at its own cost and expense) and hold Agency and its officers, employees and agents harmless from and against any and all claims, suits, demands, damages, losses and expenses arising from any breach, misrepresentation or other act or omission of the Client.
9. Liability of Agency
Agency shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Agency or by Client. Agency shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Agency’s maximum liability under this Agreement shall not exceed the total fees received by it hereunder.
10. Confidential Information; Non-Solicitation
Confidential information is that which relates to the Client’s or Agency’s research, development, trade secrets or business affairs and includes, in the case of Agency’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Agency and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.
11. Rights, Ownership, and Usage
Upon full payment by Client for services rendered under this Agreement, Agency assigns to Client all rights, title, and interest in the final, delivered work product specifically created for the agreed-upon campaign(s) . The following provisions define the scope of ownership, usage rights, and protections for Agency’s proprietary assets:
(a) Portfolio Rights
Agency retains the ongoing right to use and display any work it produces under this Agreement—including creative assets, campaigns, and strategy components—for its own promotional purposes, including in portfolios, case studies, marketing materials, and presentations.
(b) Ownership of Unused Concepts
Any materials developed by Agency but not selected or used by Client remain the exclusive property of Agency. This includes, but is not limited to: unused concepts, strategies, mockups, drafts, targeting profiles, audience definitions, proposals, and other preliminary or exploratory assets. These may not be used, copied, or shared by Client without prior written consent.
(c) Background Technology and Infrastructure
Agency retains sole ownership of all systems, tools, methods, and frameworks it uses to perform its services. This includes, without limitation: proprietary workflows, ad platform configurations, segmentation methodologies, bidding strategies, automation logic, tracking setups, source files, scripts, templates, and campaign infrastructure. These background technologies are not transferred to Client and are not included in any assignment of rights.
(d) License to Use – Term-Limited
Client is granted a limited, exclusive, and non-transferable license to use the specific creative materials and campaign assets provided by Agency only during the active term of this Agreement. This license covers usage strictly within the original scope of the campaigns and marketing initiatives for which the assets were developed.
Covered assets include (but are not limited to):
This license automatically terminates upon the expiration or termination of the Agreement. At that point, Client must immediately and permanently discontinue use of all Agency-created materials. Continued use, reproduction, modification, or repurposing of any such materials after the end of the Agreement is strictly prohibited without prior written authorization from Agency.
(e) Post-Termination Obligations and Enforcement
Following termination or expiration of this Agreement, Client shall cease all use of Agency-created materials, including ad creatives, targeting data, platform settings, landing pages, or any derivative works. Client shall not copy, distribute, rebrand, or otherwise exploit any of these assets.
If any Agency-owned materials are housed within Client-controlled platforms (e.g., ad accounts, CRM tools, CMS environments, cloud storage), Client agrees to provide Agency with administrative access prior to the termination date for the exclusive purpose of disabling, retrieving, or removing such proprietary assets.
Any continued or unauthorized use of Agency materials after termination constitutes a material breach and may subject Client to legal remedies, including injunctive relief, financial damages, and recovery of attorney’s fees.
12. Hosting
In addition to all other services set forth herein, Agency may provide the Client with hosting services in accordance with the Hosting terms set forth in the SOW. In consideration for such hosting services, the Client shall pay Agency the Monthly Hosting Fee set forth in the SOW.
13. Term and Termination
Either party may terminate this Agreement for any reason upon giving 30 days’ prior written notice to the other. Upon termination of this Agreement by Client without Agency’s fault or consent, Client shall pay Agency, in addition to all of the fees earned by Agency pursuant to the terms hereof, an early termination fee equal to 50% of the total remaining fees payable to Agency hereunder (as specified in the SOW or Proposal), plus any and all expenses and third-party costs reasonably incurred by Agency through the effective date of cancellation. At Agency’s election, Client’s delay of work under this Agreement for a cumulative period of more than 30 days without Agency’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Agency’s fault, Client shall give Agency written notice detailing the nature of Agency’s fault and possible remedies, whereupon Agency shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above. Client may pause ad spend (ie. Google Ad Campaigns and/or Social Media ad campaigns on this Agreement for any reason upon giving 30 days’ prior written notice to the Agency. Upon pausing ad spend of this Agreement by Client without Agency’s fault or consent, Client shall pay Agency, in addition to all of the fees earned by Agency pursuant to the terms hereof, a monthly retainer fee equal to 50% of the total monthly fees payable to Agency hereunder (as specified in the SOW or Proposal), plus any and all expenses and third-party costs reasonably incurred by Agency through the effective date of cancellation or monthly pausing of ad spend.
14. Governing Law; Jurisdiction
This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in San Diego County, California for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
15. Notices
Any and all notices required or permitted hereunder shall be sent by certified mail or email, return receipt requested, to the address of the party for which intended, set forth below its signature hereto and, in the case of the Agency.
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