This AGREEMENT FOR DIGITAL MARKETING SERVICES  (“Agreement”), effective as of (“Effective Date”), is by and between Qera Marketing LLC, a Florida limited liability company, 7901 4th St N STE 300, St. Petersburg, FL 33702, USA (“Qera”), and  (“Client”).

1. Marketing and Brand Development Services. Qera will perform services for Client in connection with the planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative and/or digital services for Client, during the Term. During the term of this agreement, Client may wish to assign additional projects, products, or services to Qera beyond the Services outlined. Qera agrees to accept such Out-of-Scope Assignments only upon a separate written agreement with Client regarding additional compensation to be paid to Qera and other relevant terms and conditions. Nothing in this Agreement will be deemed to require Qera to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Qera’s interests.
2. Subcontractors. Client acknowledges that Qera may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. Qera shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but Qera shall not be responsible for their failure, acts or omissions, except where such failure, acts or omissions are due to Qera’s negligence or willful misconduct. If Client enters into arrangements with third party vendors, subcontractors or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that Qera utilize such Preferred Suppliers in the discharge of Qera’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.
3. Client Approval of Materials. Qera shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites, artworks, graphic materials, and photography (collectively, “Materials”). Submission for prior approval of Materials will not be required to the extent that they are preliminary only.
4. Services to Client’s Designees. Should Client request Qera to make purchases for or render services to any parent, subsidiary, or affiliate of Client (“Client Affiliate”), Client and such Client Affiliate shall be jointly and severally liable to Qera even though Qera may render invoices to, or in the name of, such Client Affiliate.
5. Fees, Payments, and Expenses.
        1. Fee. As compensation for the Services rendered pursuant to this Agreement, Client agrees to pay

           Qera:
                           1. SEO
         a.   A  flat fee of $              will be automatically charged per month. 
                             i.  Deliverables are based on custom proposal.

    

2. Google Ads

       a. Fee: The Client fee will be based on the Client’s monthly ad spend using the payment scale below. 

1. Exception: Clients spending less than $20,000 per month on Google ads will be charged a flat fee of $2500 upfront monthly.

1. One Time Setup Fee: A $2500 one time fee will be charged for the set up of any new Google Ads account upfront. The first month will not be subject to the percentage of ad spend. All Clients with existing Google Ads accounts will not be charged a set up fee.

1. Payment Timeline: Monthly spend will be identified prior to month start. Half of the payment is due upfront, the second half of the payment is due at the completion of the month. The month will be defined as a 30 day payment cycle beginning on the Effective Date of the contract. 

1. Disclaimer: Ad Spend is the sole responsibility of the Client and is not included in the service.

1. Service Start Date:  Service start date is defined as the date payment is received from the Client.

1. Contract Length: Upon signing this agreement, The Client is agreeing to a minimum of 3 consecutive payment periods. Thereafter, the contract will continue automatically month by month, unless terminated. No new contract is necessary.

1. Expenses. Client shall reimburse Qera for reasonable out-of-pocket travel expenses, including transportation, lodging, mileage, and meals incurred in rendering Qera’s professional services, as well as all necessary incidental expenses (collectively, “Expenses”) Incidental expenses include all expenses incurred for Client’s account in connection with Qera’s rendition of services and performance of duties hereunder, including but not limited to the cost of packaging material for shipment, postage, messenger, shipping charges, copyright or trademark charges, website hosting, and any advertisement buys associated with radio, print, or other media and online sources. Qera shall obtain Client’s prior written authorization before incurring any individual Expense or cost in excess of $50.00. All Expenses not paid directly by Client shall be paid within fifteen (15) days of receipt of Qera’s invoice. All Expense reimbursements shall be made at Qera’s direct out-of-pocket costs, without any markup for overhead, administrative costs, or otherwise.

1. Taxes. Client shall pay, reimburse, and/or hold Qera harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement, except income taxes.

1. Other Fees. Unless otherwise provided in this Agreement, all other services, including Out-of-Scope Assignments, rendered by Qera shall be subject to additional compensation under a separate agreement between Qera and Client.

1. Annual Inflation. All compensation set forth in the Agreement is subject to an annual inflation rate increase of five percent (5%) on each anniversary of the Effective Date.

1. 3 Month Guarantee for SEO ONLY: If there is no page improvement in your targeted keywords after 3 months, we will work for free until there is an improvement. If there is no improvement in any of your keywords after 3 months, we will continue to work for free until there is. The 3 month timeline starts at the completion of finalizing the Clients keywords. The 3 month guarantee is only covered if the client completes 3 consecutive months of SEO with Qera. Consecutive refers to having no break/pause in service. If the client does not complete SEO optimized blogs on the Starter Package, that will break the 3 month guarantee agreement. If the client takes an unreasonable (more than 1 week) amount of time to complete tasks that are required to rank for keywords, that will break the 3 month guarantee. This guarantee applies only to ecommerce businesses. This guarantee only applies to websites that do not need content pages built, written, and published.

1. Payment Of Invoices. 
   1. If automatic payment is not successful, the invoices shall be paid by the Client within 5 days of receipt. Payments not made within such a time period shall be subject to late fee of 10% of your retainer fee. For every 30 days the payment is late an extra 10% will be applied. Qera may suspend all services on day 5 until the amount outstanding is paid in full, then service will be continued. If payment is more than 15 days late, it will be sent to collections. If sent to collections, payment will be collected in full and service will not be provided for the remainder of the contract collected.
   2. Payments over $5000 are subject to wire transfer.
   3. All payments under $5000 are subject to a 1% ACH surcharge. 
   4. Payments will be made automatically using Maverick Payment Processor for the extent of your service period.

1. Third Party Licenses. In addition to any other fees set forth in this Agreement, Client shall be required to purchase any applicable third party licenses for any third party products that are necessary for Qera to design and develop Client marketing websites. Such third party products may include, but are not limited to: server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work which Qera deems necessary to purchase on behalf of Client. In the event any such third party product exceeds $50.00 per product, Qera shall obtain Client’s prior written consent before incorporating such third party product.

1. Marketing. Client hereby grants Qera the right to use the name and service marks of Client in its marketing materials or other oral, electronic, or written promotions, which shall include naming Client as a client of Qera and a brief scope of services provided. Any use of Qera’s logos or links on Clients website must be approved in writing by Qera. 

1. Terms and Termination.      ________________ Initials

1. Terms. This Agreement will commence on the Effective Date and shall continue through the 3rd payment period (3 months). After the 3 month initial commitment (“Initial Term”), the agreement can be terminated by the client or Qera for any reason.

1. Termination. Either party may terminate this Agreement discussed above, by giving 30 days advance written notice, prior to the date of the next payment,  to the other party after the Initial Term. 3 months is defined as the first 3 consecutive  payment periods. If the Client chooses to terminate prior to the 3 month initial term, the remaining retainer balance will be charged immediately upon termination and service will be canceled. 

1. Effect of Termination. Client shall pay Qera for all services rendered and work performed through the Initial Term end date, or if initial term is completed, the current month end, regardless of when written termination is requested. Proration will not be considered regardless of when termination notice is given. Month end will be defined as a 30 day payment cycle beginning on the Effective Date of the contract. 

• Refunds: We do not accept refund requests.

1. Return of Proprietary or Confidential Information. Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party’s possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.

1. Confidentiality. The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Qera and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

1. Responsibilities; Representations and Warranties.

1. Qera represents and warrants that (i) the Services provided hereunder will be performed in a professional manner, and (ii) any software, hardware, websites, web-based or technology-related Services (collective “Electronic Services”) will be free of material bugs or defects for thirty (30) days after delivery. Such warranty does not extend to any modification of Services by anyone other than Qera or its Subcontractors at the time of such modification, any abuse or misuse of Services by Client, or use of Services in an operating environment that differs materially from the specifications agreed to by the parties.

1. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT, ELECTRONIC SERVICES ARE PROVIDED on an “AS IS” and “AS AVAILABLE” basis, AND QERA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1. THIRD PARTY DISCLAIMER. QERA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

1. Indemnities.

1. Client Indemnity. Client shall indemnify, defend, and hold harmless Qera, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “Qera Indemnitee”) from and against any and all Loss incurred by a Qera Indemnitee based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against any Qera Indemnitee with respect to any advertising, branding, research or other products or services which Qera prepared or performed for Client hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by Client or its agents to Qera including, without limitation, information concerning Client’s products and services, the products or services of Client’s competitors or Client’s product or service category; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, software, hardware or other materials, or components thereof, furnished by Client or its agents to Qera to be included in any Materials or media placements; (iii) the use of any materials or data provided or created by Qera and changed by Client or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Client where Client nonetheless elected to proceed; (v) death, personal injury, or product liability (including health and safety) claims or actions arising from the use of Client’s products and services; (vi) the unauthorized or improper use of Materials or the Marks by Client, Client’s designees, licensees, distributors, franchisees or Client Affiliates; (vii) claims brought by Client’s employees for employment discrimination, other employment or labor disputes, breach of contract, personal injury or other civil law matters, or claims brought by those parties with whom Client has a contractual or supplier relationship; (viii) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (ix) any material breach of the terms of this Agreement by, or any act of omission of, Client or its agents or employees relating to media commitments made by Qera pursuant to Client’s approval as provided for herein; and (x) the negligence, gross negligence, bad faith, or intentional or willful misconduct of Client or its employees, agents or Client Affiliates.

1. Qera Indemnity. Excluding claims covered by Section 11(a), Qera shall indemnify, defend, and hold harmless Client, the Client Affiliates, and their respective employees, members, managers, officers, directors, shareholders, and agents (each a “Client Indemnitee”) from and against any and all Loss incurred by a Client Indemnitee based upon or arising out of any Claim made or brought against Client arising out of the production or dissemination of materials produced hereunder that involve (i) libel, slander, defamation, copyright infringement, right of publicity and/or invasion of right of privacy arising out of work created by Qera and in final form (i.e., ready to be disseminated to the public); or (ii) damage to or destruction of personal property, injury to or death of any person directly attributable to or arising out of Qera’s negligence or willful misconduct in connection with the performance of the Services hereunder.

1. Third Party Investigations of Client. In addition, Client shall reimburse Qera for all costs and expenses (including reasonable attorneys’ fees and costs) incurred by Qera resulting from any third-party investigation of the acts or practices of Client including, without limitation, any costs or expenses related to compliance with any third party subpoena or other discovery request. Should Qera be served with a third party subpoena in connection with Services it performed for Client, Qera shall promptly advise Client and consult with Client regarding Qera’s response to the subpoena to the extent the subpoena seeks Client data, documents, or information pertaining to Client so that Client may have an opportunity to seek appropriate relief.

1. Notification of Claims. A party entitled to be indemnified pursuant to this Section 12 (the “Indemnified Party”) shall provide prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement. The Indemnifying Party shall promptly undertake to discharge its obligations hereunder. Additionally, the Indemnifying Party shall employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in any such defense. In addition, the Indemnified Party shall at all times have the right to fully participate in any settlement which it reasonably believes would have an adverse effect on its business, but the Indemnified Party shall not make any settlement of any Claims that might give rise to liability of the Indemnifying Party without the prior written consent of the Indemnifying Party. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other materials in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim or demand.

1. LIMITATION OF LIABILITY. EXCLUDING INDEMNIFICATION OBLIGATIONS OR DAMAGES ARISING FROM BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (excluding direct damages for Qera’s anticipated fees), BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL QERA’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE REVENUE PAID BY CLIENT TO QERA IN ACCORDANCE WITH THE APPLICABLE SOW.

1. Ownership.

1. Work Product. All Materials developed or prepared by Qera or its employees or Subcontractors for Client hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of Client and deemed “Work Product” provided that (i) the Materials are produced in final form (i.e., ready to be disseminated to the public) by Qera for Client within six (6) months of being proposed by Qera and (ii) Client has paid to Qera all fees and costs associated with creating and, where applicable, producing the Materials. All title and interest to Work Product shall vest in Client as “works made for hire” within the meaning of the United States Copyright Act. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in Client as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by Qera to Client. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with Client’s possession of such rights, Qera will, as necessary, obtain the assignment and conveyance to Client, or to Qera for the benefit of Client, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.

1. Third Party Licenses. Notwithstanding the provisions of Section 11(a) above, it is understood that Qera often licenses materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor, and Client agrees that it remains bound by the terms of such licenses and that it does not obtain proprietary rights in such third party materials beyond the terms and conditions contained in the pertinent license. Qera will keep the Client informed of any such limitations.

1. Qera Materials. Notwithstanding any other provision of this Agreement, Qera shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by Qera or its licensors, and regardless of whether incorporated in any Work Product, (i) prior to the Effective Date; (ii) independently of, or not in connection with the performance of, the Services; (iii) in the general conduct of its business or to serve general functions that are not specific to Client’s unique requirements; or (iv) if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “Qera Materials”). Subject to fulfillment of Client’s payment obligations hereunder, Qera hereby grants Client a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense (but only for the benefit of Client or its permitted successors or assigns), to use Qera Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that Client shall not have the right to publish or distribute any Qera Materials other than as part of such Work Product or to create derivative works of Qera Materials.

1. Governing Law, Jurisdiction, and Venue. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Florida, without regard to its conflict of laws rules or choice of law principles.  Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in the State of Florida.

1. Notices. Notices under this Agreement are sufficient if given by email.

1. Waiver. The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

1. No Third Party Beneficiaries. This Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise

1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

1. Assignment. Except as may be necessary in the rendition of the Services as provided herein, neither Qera nor Client may assign any part or all of this Agreement, or subcontract or delegate any of their respective rights or obligations under this Agreement, without the other party’s prior written consent. Any attempt to assign, subcontract, or delegate in violation of this paragraph is void in each instance.

1. Paragraph Headings and Captions. Paragraph headings and captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision thereof.

1. Severability. Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated.

1. Force Majeure. Neither Client nor Qera shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

1. Independent Contractors; No Partnership or Joint Venture. Client and Qera agree that Qera shall perform its duties under this Agreement as an independent contractor. Furthermore, Qera is not a true party of interest of Client, and therefore, limited in its control over Client’s business pursuant to Florida Administrative Code 314-55-035.

1. Survival. Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.

1. Entire Agreement. This Agreement and the Schedules attached hereto constitute the entire agreement between Qera and Client relating to the subject matter hereof and supersedes any prior agreement or understandings between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to by both Qera and Client in writing.

IN WITNESS WHEREOF, Qera and Client have executed this Agreement on the day and date as first appears.

Company Name: Qera Marketing, LLC

Contact: Zachary Schubert

Title: Chief Executive Officer

Phone: 760-498-8947

Address: 7901 4th St N STE 300, St. Petersburg, FL 

33702

Email: zach@qeramarketing.com

Signature:__________________________________                                                                                     

Refunds. We ask that you kindly let us know if there are any issues with your account prior to filing a dispute. We are dedicated to resolving any issues you may have with your account. However, please note that we do not accept refunds. You acknowledge that you are signing on for an initial period of 3 months followed by a monthly term thereafter. Please advise, you can not terminate within the initial term and this is contractually binding. Please also advise, we do not accept refunds.  If you wish to terminate, please follow the guidelines in “Term and Termination”. Although we would love to see you stay with us, we want to make sure we are fully transparent with our terms prior to you signing on. We are very excited to be working with you, and are dedicated to exceptional service.

Company Name:_____________________________

Contact:___________________________________ 

Title:_____________________________________

Phone:____________________________________

Address:___________________________________

__________________________________________

Email:_____________________________________

Signature:__________________________________                                                                                      

Client Signature Acknowledging Refund Policy:

x  _____________________________________