NetBizKidz, L.L.C. Marketing Services Agreement & Addendum
(also d/b/a “RAD Portfolios”)
Revised May 20th, 2018
This Marketing Services Agreement ("Agreement") is the agreement between ("Subscriber")
and NetBizKidz, L.L.C. (d/b/a RAD Portfolios), of Los Angeles, CA (hereinafter referred to as "RAD"), a California Limited Liability Company whose address is 1943 Rodney Drive Ste #216, Los Angeles CA 90027.
The terms and conditions listed below govern use of the marketing services (the "Marketing Services") and materials available therein, and in the newsletter and other materials ("Materials") provided by RAD The subscription to RAD Portfolios Services shall begin only upon:
NetBizKidz, L.L.C. is an online lead generation service for individuals and entities who provide professional services. RAD assists with online portfolios, web pages, and internet marketing campaigns to drive traffic to landing pages targeting those searching for professional services. This service may include management of pay-per-click advertising campaigns, and/or management of local search engine marketing. RAD acts solely as a marketing and lead generation service and internet advertising vehicle for professionals. RAD is compensated for providing marketing, advertising and lead generation service, not for soliciting prospective clients.
Subscription; Grant of Rights; Restrictions on Use
Subscription. Subscriber is herein granted an exclusive, nontransferable, limited right to a monthly NetBizKidz Marketing Subscription as further defined in Addendum A attached hereto and incorporated herein.
Notwithstanding the foregoing, the RAD Portfolios Subscription will include Marketing Services and Materials including, but not limited to web pages, online portfolios, pay-per-click advertising management, local search engine marketing management, information on Subscriber website marketing optimization, newsletter service (blog) and e-courses.
Pay-per-click Advertising Service. The pay-per-click advertising service (PPC) is an Online Service provided by RAD. RAD may manage the PPC advertising campaigns for the Subscriber. The Subscriber understands that any and all fees such as, but not limited to, cost per click (CPC), cost per impression (CPI), or cost per view (CPV) of all PPC services are not included in this contract and that the Subscriber understands that it is solely responsible for any cost, charge, and/or credit not stated as included in this contract. This includes, but not limited to, the cost, charges, and credits from the PPC programs or any other third party programs or services. The Subscriber also understands that such programs and services require separate contracts and fees. The Subscriber agrees to select and use PPC services which allow RAD full access to Subscriber’s accounts via login information for updating and correcting data.
The Subscriber hereby authorizes RAD to sign up with and access PPC service providers for the Subscriber. The Subscriber agrees to provide RAD with full access to the Subscriber’s account, and any other programs and accounts needed for the PPC that are included as part of the Subscriber’s service agreement. The Subscriber also authorizes RAD to submit the complete PPC to the World Wide Web. The Subscriber also authorizes RAD to reserve the right to use outsourcing and assign subcontractors to complete tasks as needed.
NetBizKidz may supply, but not be limited to, the following services to Subscriber:
Search Engine Marketing Assistance and 16 Week Course. Search engine marketing assistance is an Online Service provided by RAD. This includes a 16-step course containing information on improving search engine marketing and optimization of Subscriber’s current website.
Subscriber Website Marketing Optimization. Subscriber website marketing optimization is an Online Service provided by RAD.
We want you to be happy. Notwithstanding any other provision of this agreement, if the RAD Portfolios program does not fulfill your expectations, you may cancel this subscription at any time; just e-mail us at firstname.lastname@example.org.
Subscription Period, Payment and Renewal. We highly recommend a minimum subscription period of at least six (6) months because, as with any marketing program, it’s best to see how your results average out over time. Payment for subscription will be automatically deducted from Subscriber’s credit card in equal monthly installments at the beginning of each month. The subscription will continue and will renew automatically for consecutive one (1) month periods unless terminated by RAD in accordance with this Agreement or until Subscriber notifies RAD of its decision to terminate the subscription. The appropriate monthly periodic fee for the subscription will be charged automatically once each month unless Subscriber cancels the subscription before the next month begins. All amounts received for subscriptions for the Marketing Services and Materials are non-refundable. A cancellation will become effective at the end of the current billing month, and you will not be billed for charges pertaining to the next billing cycle.
Subscriber Representation and Warranties. Subscriber represents that it is the authorized owner or representative of the website(s) for which links are requested and that such site(s) is not involved in any illegal activity, hate activity (whether racial or otherwise), and does not contain any libelous matter. Subscriber will not hold RAD or its affiliates liable or responsible for the activities of visitors who come to Subscriber’s site(s) through a link provided from RAD. Subscriber further represents that its site is not unsuitable for RAD’s pay per click advertising program. Unsuitable sites include those that promote sexually explicit material; promote violence; promote discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and violate or infringe upon the rights of any third party, including intellectual property rights.
RAD Right to Reject. All requested URL links, search terms, descriptions and bids are subject to RAD approval. RAD reserves the right to reject, cancel or remove any URL link, search terms, descriptions and ad bids at any time for any reason whatsoever.
Confidentiality During the term of this Agreement, Subscriber may have access to certain non-public information of RAD. During the term of this Agreement and for three (3) years after termination of this Agreement, Subscriber agrees to safeguard and not disclose to anyone any proprietary or confidential information acquired during this Agreement that is not readily accessible to persons outside the Agreement. Such information includes, without limitation, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
Intellectual Property Ownership: Subscriber acknowledges that all right, title and interest in the Marketing Services, Materials, and all customer data and information obtained during the Subscription are exclusively owned by RAD and/or its licensors, and that no right other than the limited license granted herein is provided to Subscriber. Subscriber shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Marketing Services, Materials and customer data and information or in any element, derivation, adaptation, variation or name thereof. Without limiting the foregoing, Subscriber hereby assigns to RAD all worldwide right, title and interest in the Marketing Services and Materials and in any material objects consisting of the Marketing Services and Materials and/or any RAD trademark, trade name or service mark.
Ownership of Goodwill: Subscriber agrees that its use of the Marketing Services and Materials, including all NetBizKidz trademarks, service marks and/or trade names incorporated therein, inures to the benefit of RAD. All goodwill or reputation in the Marketing Services and Materials shall automatically vest in RAD when the Marketing Services and Materials are used by Subscriber pursuant to this Agreement. Subscriber shall not contest the validity of any of RAD’s trademarks, service marks or trade names or RAD’s exclusive ownership of them. During the term of this Agreement, Affiliate shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of RAD’s trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction.
Cancellation. This subscription may not be cancelled before the end of the first six (6) month contract period without the express, written consent of NetBizKidz. Thereafter, you may cancel your subscription by sending an email to email@example.com. Cancellation will take effect no later than 30 business days after we receive your notification.
AFTER CANCELLATION OF THE SUBSCRIPTION FOR ANY REASON, SUBSCRIBER IS STRICTLY FORBIDDEN FROM USING OR DISTRIBUTING, AND EXPRESSLY AGREES NOT TO USE OR DISTRIBUTE, ANY MATERIALS PROVIDED BY RAD DURING THE SUBSCRIPTION. SAID MATERIALS INCLUDE, BUT ARE NOT LIMITED TO, RAD NEWSLETTERS, COPY, GRAPHICS, AND ALL OTHER COPYRIGHTED MATERIALS PROVIDED BY RAD DURING THE SUBSCRIPTION PERIOD.
Assignment; Successors. Subscriber may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of RAD. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. RAD may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Subscriber. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Disclaimers, Limitation of Warranty and Liability, Indemnification
Disclaimer; Limitation of Warranty and Liability. RAD shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Marketing Services or any Materials available or not included therein, (b) the unavailability or interruption of the Marketing Services or any features thereof or any Materials, (c) Subscriber’s use of the Marketing Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Marketing Services or Materials, (e) the content, accuracy, or completeness of Materials, all regardless of whether Subscriber received assistance from RAD, or (f) any delay or failure in performance beyond the reasonable control of RAD.
The Marketing Services and Materials are intended as informational and research reference tools. Subscriber is responsible for using professional judgment and for confirming and interpreting the information provided in our Marketing Services and Materials before using or relying on such information. It is the sole responsibility of the Subscriber to ensure the accuracy and applicability of all information provided by RAD to Subscriber and/or its clients prior to its use. Subscriber, and not RAD, is solely responsible for ensuring that all information and Materials provided to its potential or current clients conforms to all laws, rules and regulations within the jurisdiction(s).
RAD does not offer individual legal advice in the Marketing Services or Materials and does not seek to know the Subscriber’s or its clients’ specific legal objectives or particular needs. Subscriber agrees that it has not provided RAD with Subscriber’s or its clients’ specific legal issues or particular needs. Subscriber agrees that RAD does not and has not provided Subscriber or its clients with any legal advice related to a specific legal issue. Subscriber understands that information provided about any legal issues mentioned in the Marketing Services or Materials is for information purposes only and is not intended to be and does not constitute legal advice of an individualized nature.
All information is provided "as is" without warranty. RAD and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, materials and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose (including, without limitation, the number of click-throughs which will be delivered), title, and non-infringement. The information contained in the Marketing Services and Materials has been carefully reviewed and compiled from information believed to be reliable, but its completeness, accuracy or usefulness is not guaranteed.
RAD is not involved in any actual transactions between Subscriber and its customers or potential customers. As a result, RAD has no control over the ability of customer or potential customers to purchase services from Subscriber. RAD cannot and does not control whether third party customers and potential customers will complete the process of hiring the Subscriber. RAD cannot and does not guarantee that each third party customer or potential customer is whom they claim to be. In the event Subscriber has a dispute with one or more third party customers or potential customers, the Subscriber releases RAD and its agents and employees from claims, demands, and damages arising out of or in any way connected with that dispute.
Subscriber agrees that its sole and exclusive remedy against RAD is to discontinue using RAD information, accessing the website, and subscribing to the Marketing Services and Materials. Under no circumstances will RAD be liable to any Subscriber, third party or website visitor for any damage. In no event shall RAD’s liability ever exceed the total amount paid to RAD by Subscriber hereunder. This provision shall survive the termination of this Agreement.
Indemnification. Under no circumstances, including but not limited to, negligence, shall RAD be liable for any direct, indirect, incidental, punitive, special, consequential, or other types of damages that result in any way from or are otherwise connected in any way to:
Subscriber agrees to indemnify and hold harmless RAD from and against any and all claims, causes of action, liabilities, expenses (including attorneys' fees) and damages arising out of claims related to or arising out of or connected with or resulting from:
Subscriber specifically acknowledges and agrees that RAD is not liable for any conduct of any third-party user or provider.
Notwithstanding any other provisions to the contrary, RAD agrees to indemnify Subscriber and hold Subscriber harmless from and against any and all claims, causes of action, liabilities, expenses (including attorneys’ fees) and damages arising out of claims related to or connected with or resulting from the infringement by RAD of any intellectual property right of any person or entity.
Internet Security and the Security of Subscriber’s Information. Subscriber agrees and understands that the Internet and any information sent via the Internet may be subject to hacking, malware, spyware, malicious code, worms, time bombs, viruses, and other risks (collectively, "Internet Risks") which could damage, destroy or alter your computer and the software and/or data thereon. Subscriber agrees that it is its responsibility, and not RAD's, to protect its computer and the information stored thereon from all Internet Risks. Although RAD will take commercially reasonable steps the purpose of which is to prevent such from occurring, Subscriber agrees that RAD shall not be responsible for, and shall have no liability for, any damage to Subscriber’s computer or Subscriber’s information as the result of Internet Risks or any other cause or effect resulting from your use of the Internet.
RAD’s website may contain links to other Internet websites or resources. RAD neither controls nor endorses such other websites, nor has it reviewed or approved any content that appears on such other websites. Subscriber acknowledges and agrees that RAD shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other websites, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content. RAD is not liable for any direct or indirect technical or system issues or consequences or Internet Risks arising out of your access to or use of third-party technologies or programs available through this website.
Subscriber agrees not to transmit any Internet Risks to RAD. Subscriber agrees to notify RAD promptly if its computer is harmed by Internet Risks that Subscriber knows or reasonably suspects resulted from communication related to RAD.
Subscriber agrees not to, nor allow others to, directly or indirectly, attempt or actually disrupt, impair or interfere with, alter or modify RAD’s website or any content herein.
Subscriber agrees not to, nor allow others to, directly, or indirectly, collect or attempt to collect any information about others including e-mail addresses, names, and other information.
Mandatory Arbitration of Disputes. ANY CLAIM, CONTROVERSY OR DISPUTE OF
ANY KIND BETWEEN THE SUBSCRIBER AND RAD AND/OR ANY OF ITS EMPLOYEES, AGENTS, AFFILIATES OR OTHER REPRESENTATIVES, WHETHER SOUNDING IN CONTRACT, STATUTE OR TORT, INCLUDING FRAUD, MISREPRESENTATION, FRAUDULENT INDUCEMENT, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF THE DATE OF ACCRUAL OF SUCH CLAIM, CONTROVERSY OR DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION AS PRESCRIBED IN THIS SECTION. THE FEDERAL ARBITRATION ACT, NOT STATE LAW, GOVERNS THE QUESTION OF WHETHER A CLAIM IS SUBJECT TO ARBITRATION. HOWEVER, NOTHING CONTAINED IN THIS ARBITRATION PROVISION SHALL PRECLUDE THE CUSTOMER FROM RESOLVING ANY CLAIM, CONTROVERSY OR DISPUTE IN SMALL CLAIMS COURT HE OR SHE WOULD OTHERWISE WOULD HAVE A RIGHT TO PURSUE.
A single arbitrator engaged in the practice of law will conduct the arbitration. The arbitrator will be selected in accordance to the rules of the American Arbitration Association or may be selected by agreement of the parties, who shall cooperate in good faith to select the arbitrator. The arbitration will be conducted by, and under the then applicable rules of the American Arbitration Association. Any required hearing fees and costs shall be paid by the parties as required by applicable rules or as required by
applicable law, but the arbitrator shall have the power to apportion such costs as the arbitrator deems
appropriate. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including attorney fees.
THE ARBITRATOR’S DECISION AND AWARD WILL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT WITH JURISDICTION.
Entire Agreement. This Agreement and any Addenda signed by both parties shall constitute the entire agreement of the parties relative to its subject matter. Subscriber may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by RAD.
Partial Invalidation. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. The provisions of this Agreement that are contemplated to be enforceable after the termination of this Agreement survive termination of this Agreement.
Governing Law. This Agreement will be governed, construed and enforced in accordance with the laws of the State of California. Except for the obligations to make payments, neither party shall be liable to the other or any third person for any delay or default in performing its obligations hereunder if such delay or default is caused by force majeure, such as wars or insurrections, riots, acts of government, strikes, work stoppages, labor troubles, fire, explosion, earthquake, flood, embargoes and/or inability to obtain materials, acts of God or other cause outside the reasonable control of the Party.
Agencies and Partnership. The Subscriber and RAD are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between Subscriber and RAD. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
Force and Effect. Any failure by RAD to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Subscriber, RAD, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.
Notice. Any notice given by either party shall be delivered as follows, until one party shall advise the other in writing to the contrary:
1943 Rodney Drive, Ste #216
Los Angeles, CA 90027
Contact person: Brandon Dickert
IN WITNESS WHEREOF, the Parties hereto have approved and executed this Marketing Services Agreement.
NetBizKidz, L.L.C. Marketing Services Agreement
This Addendum amends and modifies the NetBizKidz, L.L.C. (RAD) Marketing Services Agreement (“Agreement”) by and between NetBizKidz, L.L.C. and (“Subscriber”).
This Addendum shall be renewable for subsequent one (1) month terms as provided in the Agreement.
The Addendum provides:
IN WITNESS WHEREOF, the Parties hereto have approved and executed this Marketing Services Agreement Addendum.