This SERVICE AGREEMENT (“Agreement”) is entered into this 1st day of September, 2019 between The Prospective Client (hereinafter referred to as “Client”) and Photoras Consulting (hereinafter referred to as “Company”).

 

IN CONSIDERATION of Client engaging Company to perform services, the sufficiency of which consideration is hereby acknowledged,  the Client and Company (individually the “Party” and “collectively the “Parties” to this Agreement  mutually agree as follows:         

 

  1. SCOPE OF SERVICES TO BE PROVIDED

Client hereby retains Company to provide Client with services (collectively “Services”) consisting of One Of Three Agreements:

 

Bronze Service:

  • Management Of Company Recommended Tools purchase by client or with company discretion non-recommended tools purchased by client.  Tools managed changes based on service level.
  • Update Of Web Pages Used For Marketing "Funnels", Guaranteed to include pages made by Company or with company discretion with "Funnels" made by 3rd parties or Client
  • Award Access to Weekly Q & A calls hosted by Company for all awarded clients
  • Creation of Custom "How To" Videos for Client to Use Company Made "Funnels" more easily, and with company discretion "How To" Videos for client to use 3rd party or Client made "Funnels"
  • Affiliate product and URL management for company Recommended Affiliate Management Tools
  • Live Custom Affiliate or Self Promotion Webinar Setup and Link Management with company recommended tools or with company discretion non-recommended tools

Silver Service

  • All services listed with Bronze Service
  • Templated Email Follow Up Series Strategies for when clients first Opt-in to a list to onboarding them as a client
  • Templated Email Copy for the Series Strategies
  • Templated Email Follow Up Automations to follow the series strategies and send emails implemented with our recommended tools or with company discretion non recommended tools
  • Templated marketing "Funnels" Created for converting traffic to leads and sales, Done For The Client On Their Purchased Software Using company Recommended Tools or with company discretion non-recommended tools
  •  Learning Management site setup, management, and updating using company recommended tools or with company discretion non-recommended tools
  • Website setup, foundational website built, Updating web pages made by company or with company discretion 3rd party or client made pages, managing website functionality (not including website health) using company recommended tools or with company discretion non-recommended tools
  •  Quarterly strategy sessions to discuss next steps of client tech requirements and implementation calendar

Gold Service

  • All services offered with Silver Service
  • Custom Email Follow Up Series Strategies For When Clients First Opt-In To A List To On-boarding Them As A Client with company discretion
  • Custom Email Copy For The Series Strategies with company discretion
  • Custom Email Follow Up Automations To Follow The Series Strategies And Send Emails Implemented With Our Recommended Tools Or With Company Discretion Non Recommended Tools; all with company discretion
  • Custom Marketing "Funnels" Created For Converting Traffic To Leads And Sales, Done For The Client On Their Purchased Software Using Company Recommended Tools Or With Company Discretion Non-Recommended Tools; all with company discretion
  • Priority Support
  1. COMPENSATION

In consideration for Company performing Services for Client, Client shall compensate Company as follows:

 

All Payments in USD

For Bronze Service Payment Can Be Made As A lump sum of $6000 Annually or 1 on-boarding fee of $1800 and monthly payments of $497

For Silver Service Payment Can Be Made As A Lump Sum of $10000 Annually or 1 On-boarding fee of $3000 and Monthly Payments of $847

For Gold Service Payment Can Be Made as A Lump Sum of $18000 Annually or 1 On-boarding Fee of $5400 and monthly payments of $1477

Any Downgrade of Service fees from Annual Payments shall be made at Clients Year end; with company discretion

Any Downgrade of Service fees monthly payments  shall happen at clients months end; with company discretion

Any Upgrade of Service fees From Annual Payments Shall Occur Immediately and require the difference in service cost to be paid before upgraded service begins; with company discretion

Any upgrade of service fees from monthly payments shall occur immediately and require that if less than the upgraded on-boarding fee total has been paid, that the difference be paid before upgraded service begins; with company discretion

Company may offer a discount of Service fees for any reason, and that discount shall apply throughout the term of the agreement or upon termination of agreement as outlined in paragraph 9. 

 

  1. PAYMENT

Client agrees to pay Company as follows:

In consideration for the Services rendered to Client, Client agrees to pay Company Company’s monthly rate  outline in paragraph 2 to be billed on a monthly or annual basis.  Compensation fees shall be due on the date of agreement and continuing every 30 days if paid monthly, or every 365 days if paid annually, throughout the term of the Agreement or upon termination of Agreement as outlined in paragraph 9.

 

  1. SERVICES SHALL BE CONTINGENT UPON TIMELY PAYMENT

Company’s obligation to render Services pursuant to Paragraph 1 of this Agreement is contingent upon Client’s timely payment of compensation fee. Client agrees to make timely compensation fee payment (s) as stipulated in paragraph 3 above. 

  1. LATE FEE

If Client does not pay Company’s compensation fee within 7 days of due date, a 10 percent (10%) late penalty fee will be assessed to the outstanding balance.  Company has the right to withhold Services and/or project delivery until all outstanding compensation and late fees are paid.

 

  1. EXPENSE REIMBUSEMENT

Client shall reimburse Company for all reasonable expenses necessary to complete Services

 

  1. CLIENT RESPONSIBILITIES

Client agrees to be cooperative and to timely provide Company with all necessary information and documentation necessary for Company to perform Company’s obligations pursuant to this Agreement.  Company shall not be responsible for delays or damages resulting from Client’s lack of cooperation and/or submission of untimely information.

 

  1. TERM OF AGREEMENT

This engagement shall commence on the Date Of Agreement and shall continue indefinitely or upon termination by either party in accordance with Paragraph 9.

 

  1. TERMINATION

This Agreement may be terminated by either Party upon 1 Day written notice to the other party. Termination of this Agreement by Client does not absolve Client of Client’s obligation to pay the full compensation fee as outlined in Paragraph 2 of this Agreement, any late payments due pursuant to Paragraph 5 of this Agreement and any outstanding expense reimbursements due and owing to Company in accordance to paragraph 6 of this Agreement.

 

In the event this Agreement is terminated by Company, Company shall, provide a prorated refund of any overages of compensation due at the time of cancellation, minus any unpaid expenses, pursuant to Paragraph 6, that were incurred on behalf of Client.

 

In the event the termination is a result of a breach of this Agreement by one of the Parties, no prior notice is required. Upon determination of a breach, the non-breaching Party shall immediately notify the breaching Party in writing of the breach and subsequent termination of this Agreement.

 

  1. CONFIDENTIALITY AND NON-DISCLOSURE

In the course of providing Services to Client, Company may come into contact with confidential and/or proprietary information belonging to Client.  Company shall not either directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or any time following the termination or expiration of this Agreement any such information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, marketing data, operation systems, sales data, supply sources, vendor sources, affiliate or third party information, business opportunities for new or developing businesses, plans, models, trade secrets, intellectual property or any business practices.  Such confidential and proprietary information to remain strictly confidential. 

 

  1. NON DISPARAGEMENT

Client agrees that during the term of this Agreement and thereafter, Client will take no action which is intended or would reasonably be expected to harm Photoras Consulting and Terran Gimpel or their reputation, or which would reasonably lead to unwanted or unfavorable publicity.  Client also agrees not to make any disparaging or defamatory statements, remarks, comments on social media, any internet site or to any third party about Photoras Consulting and Terran Gimpel.   Client further agrees not to take any action to disrupt Company’s business or harm Company’s reputation. Client agrees that taking any of these prohibited acts will subject Client to a defamation lawsuit and severe damages.

 

  1. INDEPENDENT CONTRACTOR RELATIONSHIP

It is understood by and between the parties that there is no employer/employee, partnership, agency or joint venture relationship between Company and Client and that this is exclusively a contract for service. Company may engage in other business activities. Client understands that Company is not an employee of Client, but is an Independent Contractor. As an Independent Contractor, Company is responsible for Company’s taxes and health insurance. Company shall have no claim against Client for vacation pay, sick leave, retirement benefit, social security, worker’s compensation, health or disability benefits of any kind. Company will not be responsible for following or establishing a daily work schedule. Any Advice given to Company regarding services performed for Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop or alter the work of Company to assure it conforms to needs of Client.

 

  1. WORK PRODUCT OWNERSHIP

Provided Client has complied with the terms of this Agreement and final payment, including any outstanding late fees and expenses, any works, copyright, ideas, source files, discoveries, patents, inventions, products, systems, intellectual property or other information (collectively, the “Work Product”) developed in whole or part by Company in connection with the Services performed pursuant to this Agreement, shall be the Joint property of the Client and company.  Upon request, Company shall fully cooperate and sign all required documents necessary to confirm, perfect and defend Client’s ownership rights to the Work Product.  Notwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, revocable license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and  for Company’s marketing and other business development purposes.

 

  1. COPYRIGHT

During the term of this Agreement, Company may receive materials from Client that are copyrighted.  Please note that these are for Company’s use only and may not be shared or duplicated in any form, printed or electronic, or otherwise, with any third party without consent of Client. 

  1. RETURN OF PROPERTY

Upon termination or expiration of this Agreement, Company shall return to Client all records, notes, files, documents, confidential information and any and all other items that were used, created or controlled by Company during the term of this Agreement. If any costs are incurred to return any and all material, Company shall immediately invoice Client and, upon receipt of payment, return all such items in Company’s possession and or control. Company may withhold the return of any and all property belonging to Client until all outstanding compensation, late fees and expenses are paid in full.

 

  1. ACCESS TO INFORMATION UPON TERMINATION

During the Course of this Agreement, Company may be given permission to access information belonging to Client, including but not limited to, personal accounts, business accounts, social media accounts, website accounts, financial accounts, vendor accounts, computer software accounts and electronic files.  Upon cancellation or expiration of this Agreement Company’s access to all such information and accounts shall be prohibited.  Any pass codes and access cards must be deactivated.  Failure of Client to timely deactivate Company’s means of access to Client’s information and accounts, such as pass codes and access cards, does not authorize Company to continue accessing Client’s accounts and information.  All such access shall immediately cease, despite Company’s ability to access such information.

 

Upon expiration and/or cancellation of this Agreement, Company will return to Client any property, documentation, records, or confidential information which is property of Client.

 

  1. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument.

 

  1. NO WAIVER OF CONTRACT RIGHTS

Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Company’s  right to subsequently enforce such a provision or any other provision of this Agreement.

 

  1. TIME IS OF THE ESSENCE

Time is of the essence in this Agreement and no extension or variation of this Agreement will operate as a waiver of this provision.

 

  1. ENUREMENT

This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

 

  1. GOVERNING LAW ; ARBITRATION; MEDIATION

The laws of the Province of British Columbia shall govern enforcement and interpretation of this Agreement. Venue and jurisdiction for any court action filed regarding this Agreement or any claims arising out of its execution or performance shall be resolved exclusively in any court of competent jurisdiction in British Columbia. Resolution by Arbitration or Mediation may be pursued if agreed to by all parties or if mandated by governing law.

 

  1. RECOVERY OF LITIGATION EXPENSES

If any legal action, arbitration, mediation or any other proceeding is brought for enforcement of this Agreement, to resolve an alleged dispute, breach, default or misrepresentation in regard to any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which that party or parties may be entitled.

 

  1. NOTICES

All notices, requests, demands and termination communication under this Agreement shall be in writing and shall be sent by Personal Service or Certified Mail, Return Receipt Requested (RRR) and shall be deemed to have been duly given on the date of service, if personally served on the party to whom notice is to be given, or on the day of receipt to whom notice is to be given if served by Certified Mail, RRR. Notice must be properly addressed as follows:

 

To Client at:                  Client's Address Shared At Point Of Sale

To Company at:           415-2615 Jane St. Port Coquitlam, BC, V3V 3K3

 

  1. SEVERABILITY

If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) the parties shall amend that revision to achieve substantially the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or invalidated.

 

  1. ENTIRE AGREEMENT; MODIFICATION; WAIVER

This Agreement represents the entire Agreement between the Parties and supersedes all prior and contemporaneous Agreements, understandings and representations of the parties.   Any modification of this Agreement must be in writing. No waiver shall be binding unless executed in writing.

 

  1. EXECUTION AND AGREEMENT

Execution of this Agreement constitutes acceptance of all terms and shall cause this Agreement to be binding.

>>Material Modifications<< Since September 1, 2019: None.

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