This Agreement is for Internet Advertising fulfillment Services (the “Agreement”) is made and effective between J.D. Sepulveda LLC dba Marcetable.com (The Agency) and Advertiser(s)/Client(s) that has/have purchased the service provided by Marcetable.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
The Agency assignment shall relate to the following products and services:
- The Agency will provide advertising services to generate consumer interest and brand awareness for the term of this agreement based on the purchasing amount that Advertisers have agreed and paid.
- During the term of this agreement, the Agency shall be the sole company charged with this paid responsibility of preparing and placing advertising with respect to such products or service(s). The Client may assign additional products or services to the Agency from time to time, subject to the Agency’s ability to handle same. If additional products or services are assigned, the Agency agrees to handle same and additional compensation must be agreed upon in writing. All other terms and conditions hereof shall apply in the same manner as with respect to the originally assigned product(s) or service(s), unless otherwise mutually agreed to in writing. The Agency is authorized to act as the Client’s agent in purchasing materials and services required to produce advertising on the Client’s behalf.
- Nature of Services
The Agency may perform a portion of the following services for the Client, as deemed required in the Agency’s sole discretion and in connection with the planning, preparing and placing of advertising for the Client’s products:
- Study the Client’s products or services;
- Analyze the Client’s present and potential markets in China;
- Create, prepare and submit to the Client, for approval, advertising ideas and programs;
- Design and prepare, or arrange for a design and preparation of, advertisements in Chinese;
- Employ on third-party advertising companies on behalf of the Agency’s knowledge of available media and means that can be profitably used to advertise the Client’s products in China;
- Prepare and submit to the Client, for approval, estimates of costs of these recommended advertising programs;
- Write, design, illustrate, produce or otherwise prepare the Client advertisements, including digitals ads and social media messages in China to be broadcast, or other appropriate forms of the Client message;
- Order the space, time, or other means to be used for the Client’s advertising;
- Cannot guarantee any given amount of impressions or customer orders for the Client’s products on the Advertising site as a result of its advertising services;
- Is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business;
- Track impressions, click rates, and any Chinese customer feedback on Client’s products hosted on the Advertising site and as a result of advertising services. The Agency will report this information on a as-needed basis and agrees to keep this information confidential;
- Advertising Materials
- The client agrees to submit the Agency certain advertising materials to be incorporated into the advertising campaign. The Agency and the Client are to agree to certain advertising specifications prior to start of this;
- The Agency has the right and the option to approve, in its absolute discretion, the content of any advertising material that the Client submits. If the Agency finds that it does not meet its pre-agreed advertising specifications, or if it is objectionable to the Agency in any way, or if it contains any vulgar or pornographic items, or for any other reason, the Agency can reject any of the submitted advertising material with a notification;
- The Agency makes no warranties that the advertising contained on the Advertising site will be free of errors or defects or that the use of the hypertext link or access to its site will be uninterrupted.
The basis of The Agency compensation shall be amount that the advertiser(s) have/has purchased via the Marcetable.com for the respective services listed on the Marcetable.com.
- Billing and Payment Procedures
- The Agency shall invoice the Client for all media costs sufficiently in advance of the Agency’s payment date to media to permit payment by the Client to enable us to take advantage of all available cash invoice if applicable;
- The cost of production materials and services will not be billed as it is included in the fee;
- All invoices other than fee invoices shall be rendered before the Agency is able to render;
- Fee invoices is billed prior to the 7th__ of each month or following business day where applicable or on the event of internet purchase via the Marcetable.com, the date where the purchase has occurred;
- Invoices shall be submitted in an itemized format. Interest will be charged on overdue invoices at a rate of (12%) per annum or the maximum permitted by law, whichever is less. In the event the Agency is required to use legal process to recover any fees due us, the Client agrees to reimburse the Agency for any costs associated therewith, including reasonable attorney’s fee.
- Commitments to Third Parties
- All purchase of space and facilities and all engagement of talent with respect to the advertising of the Client products shall be subject to the Client prior approval where applicable;
- If the Client should direct the Agency to cancel or terminate any previously authorized purchase or project, the Agency shall promptly take all appropriate action, provided that the Client will hold the Agency harmless with respect to any costs incurred by the Agency as a result;
- The Agency warrant and represent to the Client that in purchasing any materials or services for The Client account, The Agency shall exercise due care in selecting suppliers and make every effort to obtain the best price for the desired quality of materials or services. Wherever possible, The Agency shall obtain competitive bids. In no event shall The Agency purchase any materials or services from any supplier which is a subsidiary or affiliated company or which is known to the Agency to be owned or controlled by any of the directors or officers of this company, without making full disclosure to the Client of any such relationship;
- For all media purchased by the Agency on the Client behalf, the Client agrees that the Agency shall be held solely liable for payments only to the extent proceeds have cleared from the Client to the Agency for advertising disseminated in accordance with this contract. For sums owing but not cleared to the Agency, The Client agree to be held solely liable.
- Inspection of Books
- The Agency agrees that any and all contracts, correspondence, books, accounts and other relating to the Client business, upon reasonable prior notice, shall be available for inspection by the Client authorized representatives during ordinary business of the Agency.
- Safeguarding of Property
- The Agency shall take all reasonable precautions to safeguard any of the Client property entrusted to the Agency custody or control, but in the absence of negligence on The Agency part or willful disregard by the Agency for the Client property rights, the Agency shall not be responsible for any loss, damage, destruction, or unauthorized use by others of any such property.
- The Agency shall indemnify and hold the Client harmless with respect to any claims or actions against the Client, based upon material prepared by the Agency and not materials furnished by the Client, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy or infringement of copyright;
- The Client will indemnify and hold the Agency harmless with respect to any claims or actions instituted by third parties which result from the use by the Agency of material furnished by the Client or where material created by the Agency is substantially changed by the Information or data obtained by the Agency from the Client to substantiate claims made in advertising shall be deemed to be “materials furnished by the Client”;
- In the event of any proceeding against the Client by any regulatory agency or in the event of any the Agency’s action or self-regulatory action challenging any advertising prepared by the Agency, the Agency shall assist in the preparation of the defense of such action or proceeding and cooperate with the Client and the Client attorneys. The Client will reimburse the Agency any out-of-pocket costs the Agency may incur in connection with any such action or proceeding, unless same is the Agency responsibility pursuant to (first bullet in section 9) above;
- The Client agrees to indemnify the Agency and hold the Agency harmless with respect to any death, personal injury or property damage claims or actions arising from the use of the Client products or services. The Client agrees that its products or services to be advertised by the Agency are safe to use, non-harmful, and meets the regulation standard of China a country to which advertising is being conducted. If the Client secures Product Liability Insurance with respect to the use of any products assigned to the Agency, the Client will cause the Agency to be named as a co-insured and maintain such policy at the Client’s cost and expense.
- Terms of Agreement
- The term of this agreement will commence on and shall continue in full force for (30) days from the commencement of the term. Renewal of this agreement will require a separate notice agreeable to all parties or additional purchase(s) via the Marcetable.com;
- By purchasing Marcetable’s service, the client has agreed that the Agency could refer to the client’s case with Agency without sharing confidential business insights relevant to the Client only to others where Agency believes necessary;
- The rights, duties and responsibilities of this agency shall continue in full force during the period of notice, including the ordering and billing of advertising in print media whose published closing dates fall within such period and the ordering and billing of advertising in broadcast media where the air dates fall within such period. The Agency shall be entitled to all commissions and other compensation relating to such advertising regardless of who may place it.
- As between the Client and the Agency, all advertising materials prepared by the Agency and accepted and paid for by the Agency for the Client in advertising hereunder shall become The Client’s property. It is understood that there may be limitations on the Agency and ownership of materials by virtue of the rights of third parties. Whenever possible, the Agency shall advise the client of the existence of such limitations.
- At termination of this agreement, the Client agrees that any advertising, merchandising, packaging and similar plans and ideas prepared by the Agency and submitted to the Client (whether submitted separately or in conjunction with or as part of other material) but not used by the Client, shall remain the Agency’s property unless it was either mutually agreed in writing that any such plan or idea became the Client’s property, or specific payment of the cost of its development was agreed upon and made by the The client agrees to return to the Agency any copy, artwork, plates, or other physical embodiment of the creative work relating to any such ideas or plans, which may be in the Client’s possession upon termination.
- Rights Upon Termination
- The Agency also agrees to give all reasonable cooperation toward transferring, with approval of third parties in interest, all contracts and other arrangements with advertising media or others for advertising space, facilities and talent, and other materials yet to be used, and all rights and claims thereto and therein, upon being duly released from the obligation
- Upon termination, no rights or liabilities shall arise out of this relationship, regardless of any plans which may have been made for future advertising, except that any non-cancelable contracts made on the Client authorization and still existing at termination hereof, which contracts The Agency not or could not be assigned by the Agency to the Client or someone designated by the Client, shall be carried to completion by the Agency and paid for by the Client in the manner described in Paragraph 3
- Arbitration of Disputes
- The sole remedy for the resolution of disputes between the parties to this agreement shall be arbitration before one arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, such arbitration to be held in the City of Los Angeles, State of California.
Any notice pursuant to this contract must be given by registered mail, email, or by hand delivery. It will be deemed given on the day of mailing or, in case of hand or email delivery on the day of delivery.
- Governing Law
This agreement shall be interpreted in accordance with the laws of the State of California pertaining to contracts made and performed entirely therein.
If the above accords with The Client understanding and agreement, kindly indicate the Client consent hereto by signing in the place provided below.
IN WITNESS WHERE OF, the parties hereto have executed this Advertising Agency Agreement as of the date first above written or the data in which transaction has happened.