Service Level Agreement
This Marketing Services Subscription Agreement (“Agreement”) is made and entered into effective as of the date upon which it is executed by both parties. The parties to this Agreement are TRIdigital, LLC (“TRIdigital”) and The Client (“Client”). TRIdigital and Client are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Recitals:
The purpose of this Agreement is to state the terms and conditions under which TRIdigital will provide its subscription services to Client during the course of this Agreement.
Now, Therefore, in consideration of the mutual promises contained in this Agreement, Client and TRIdigital agree as follows:
Services Provided.
For the duration of this Agreement, TRIdigital will provide to Client a marketing package consisting of those items identified on Exhibit A and incorporated herein by reference (“Marketing Deliverables”) which are selected by the initials of the Parties. Any item in addition to Marketing Deliverables (“Collateral Piece”) requested by Client during the Term of this Agreement shall be provided at TRIdigital’s discretion using commercially reasonable efforts. TRIdigital will respond to a Client’s request for a Collateral Piece within twenty-four (24) hours and provide a resolution to the request within ten (10) business days. In limited circumstances, such as interruption of service or similarly urgent situations affecting Client’s business, TRIdigital will make commercially reasonable efforts to respond within 30 minutes and provide a resolution within twenty-four (24) hours.
Term.
The Term of this Agreement is agree upon by TRIdigital and the client commencing on the latter of (i) the date of Client’s payment of the first installment of the Fee (defined in Paragraph 3. below) and (ii) the date on which this Agreement is fully executed by the Parties.Property of Client.
All current logos, trademarks or other existing intellectual property belonging to Client shall remain the property of Client during the term of this Agreement.
Fee.
Client agrees to pay TRIdigital the full term fee (the “Fee”) for the Marketing Deliverables. The Fee is payable in monthly installments, with the first such installment due at the time of the execution of this Agreement, and as invoiced by TRIdigital to Client thereafter.
Property of Client.
All current logos, trademarks or other existing intellectual property belonging to Client shall remain the property of Client during the term of this Agreement.
Property of TRIdigital.
All current logos, trademarks and other existing intellectual property belonging to TRIdigital, including the content in the premade video library (“Library Content”), shall forever remain the property of TRIdigital. Subject to the exception in Paragraph 7. below, all materials created for Client during the Term shall belong to Client.
Early Termination and Termination Fee.
Either Party may terminate this Agreement for any reason with a thirty (30) day written notice to the other Party. In the event Client terminates this Agreement early, with the exception of Client’s termination for cause, an early termination fee will be assessed to Client based on the table set forth in Exhibit B hereto and incorporated herein by reference. The early termination fee will be due and payable within three (3) business days of the effective date of termination. For the purpose of this Agreement, “Client’s termination for cause” means TRIdigital’s breach or default of a material obligation under this Agreement.
Termination Disclaimer.
If this Agreement is terminated within ninety (90) days of its execution, TRIdigital will retain full copyrights, creative rights and distribution rights to Marketing Deliverables created for Client prior to the termination date.
Confidentiality.
All statistical, financial and personnel data relating to the business of Client that are confidential and clearly designated as such will be kept in the strictest confidence by TRIdigital and its employees. However, this obligation does not apply to any data that has become publicly available or that is rightfully obtained from third parties. TRIdigital will not be obliged to keep any materials confidential that may be developed by TRIdigital during the term of this Agreement and thereafter.
Attorney’s Fees and Costs
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
Miscellaneous Provisions.
a. Texas Law to Apply.
This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the Parties created in this Agreement are performable in Collin County, Texas.
b. Parties Bound.
This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
c. Legal Construction.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been contained in it.
d. Prior Agreements Superseded.
This Agreement, along with the Terms of Service from TRIdigital’s website (https://tridigital.staging.wpengine.com), constitutes the sole and only agreement of the Parties and supersedes any prior understandings or written or oral agreements between the Parties respecting the subject matter of this Agreement.
e. Notice.
Any notice or other communication required or permitted by this Agreement to be given to a Party will be in writing and will be deemed given if delivered personally or mailed by certified mail, return receipt requested, postage prepaid or sent via email to the Party’s address written below or at such address as the Party may have previously specified by like notice.
If to TRIdigital: TRIdigital, LLC
101 E. Park Blvd. Suite 200
Plano, Texas 75074
email: accounting@tridigitalmarketing.com
If to Client: Client Company
Address
City, State and Zipcode
Email:email@website.com
f. Representation Authority.
Client hereby warrants and represents that the individual executing this Agreement on its behalf is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.
Exhibit A
Refer to Agreement between TRIdigital and Client.
Exhibit B
Months After Early Commencement Termination of Agreement Fee
0-1 50% of Full Term Fee
2 41% of Full Term Fee
3 33% of Full Term Fee
4 25% of Full Term Fee
5 17% of Full Term Fee
6-12 12% of Full Term Fee
