Neomind Growth Agency Legal Agreement

Here is a sample of the Neomind Growth Agency Legal Agreement for review. A copy of the agreement to sign will be sent by email via HelloSign before starting the 8-phase Neomind Growth Framework.


Neomind Growth Agency

Legal Agreement

Thank you for choosing Neomind Inc. to implement social media advertising (via Facebook and Instagram) and funnel sales pages exclusively for your business. We are excited to work with you to help you scale customer acquisition.

THIS AGREEMENT (the “Agreement”), is entered into on this date _____________________.  

BETWEEN:

Neomind Inc. (“The Company”) an Ontario Corporation with its corporate head office located at:

130 Adelaide Street West, Suite 3300

Toronto, ON M5H 3P5

Canada 

And current mailing address of:

1603 169 Street SW

Edmonton AB T6W 1H2

Canada

AND;__________________________, (the “Client”), a ___________________  whose address is: 

_____________________________

_____________________________

_____________________________

The Client and The Company (collectively, the “Parties”) agree as follows:

  1. The Services.

The services can be divided into two parts, the setup services and the ongoing management services. Both types of services are detailed below: 

As part of the setup services, the company will: prepare and create assets for the initial test campaigns for a single product as agreed upon via email or phone call.

This will be done by:

  1. Setting the initial daily testing budget and KPI targets;
  2. Performing market, positioning, and customer avatar research;
  3. Creating angles and audiences;
  4. Writing ad copy;
  5. Creating and/or editing digital videos and images as needed;
  6. Setting up prospecting and retargeting campaigns;
  7. Installing necessary tracking systems;
  8. Performing a QA check;

As part of the monthly ongoing management services, the Company will: manage Instagram and Facebook advertising spend to acquire customers in the most cost efficient manner for a single product and/or complementary product bundles for a single funnel. This will be done by:

  1. Creating, testing and optimizing ad copy, images, and videos;
  2. Testing and optimizing ad angles and audiences;
  3. Building funnel pages and writing ad copy for funnel pages;
  4. Implementing funnel split tests;
  5. Scaling campaigns that meet targets;

2. Client Requirements. 

Client agrees to provide the following items (A-J) within 7 days of the signing date of this agreement so that the Company can complete the setup services in a timely manner:

  1. Complete the Client Onboarding Survey;
  2. Complete the Customer Research Form;
  3. Provide copies and access to any relevant digital assets including any previous landing pages, funnel pages, images, videos, and customer avatars (These are to be sent via WeTransfer in a .zip file);
  4. Provide full admin access to the Facebook Business Manager, and allow a new ad account to be used exclusively by The Company;
  5. Provide by .zip file or upload to Facebook Business Manager any seed audiences required such as purchase and email lists
  6. Update a credit card to the Facebook Business Manager to be used for ad spend, and provide a minimum ad spend of $3,000.00 USD per month
  7. Provide access to Google Analytics and Shopify accounts
  8. Provide a method of making test purchases, either via special coupon code, site test mode, or credit card
  9. Send a sample of top 3 selling products to the mailing address above (and confirmed via email), or if a digital program, provide access to [email protected]
  10. During the setup services, if more than 30 days pass after signing this agreement, with no contact from Client to The Company, The company will assume Client is no longer in need of The Company’s services, and The Company may terminate the Agreement; in this event, all unpaid fees will be due and collectable at the time of termination.

As part of the monthly ongoing management services, the Client will:

  1. Not make any changes to live campaigns
  2. Not make any creative adjustments or suggestions to the campaign(s) that will hinder performance
  3. Agree to inform Company of any major site downtimes or changes
  4. Provide any new creative assets such as images or videos
  5. Agree to provide the Company with the autonomy to create Shopify coupons and change product bundle prices to be used on funnel pages
  6. Create a subdomain in Instapage to be used for funnel pages as needed

Client understands that depending on the data and circumstances, not all services listed will be performed, and it is the Company’s discretion to decide what actions to take in order to acquire the most customers in the most cost-effective manner.

3.Compensation and Payment.

  1. Set up Fee: For the Services described in Section 1A-I, Client will pay $0.00 in setup fees. Set up, as outlined in Section 1A-I, can take varying lengths of time, but can take up to 21-30 days. Client understands that it is their responsibility to provide all on-boarding information, assets, and access in a timely manner, and if the live date is not met, the Company is not held responsible.
  2. Ongoing Management: For the Services described in Section 1J-O, Client will pay to The Company a monthly retainer of $3,000.00 USD plus 15% of ad spend over $20,000 USD in any given calendar month. 
  3. The Monthly Retainer of $3,000.00 USD per month will be due immediately and every 30 days thereafter and will be automatically deducted from the Client’s payment method on file each month.
  4. The 15% of ad spend over $20,000 USD will be calculated at the end of every calendar month and will be based on ad spend within a calendar month, rounded to the nearest cent. The % of ad spend fee is due 10 days after the invoice is sent. For example, if Client spends $30,000 USD on advertising in a given month, the % of ad spend fee to Neomind for that month will be ($30,000 - $20,000) x 15% = $1,500 USD for that month.
  5. Acceptable payment methods for the monthly retainer include Amex, Mastercard, and Visa Debit or Credit cards. Acceptable payment methods for the % of ad spend fee include Amex, Mastercard, and Visa Debit or Credit cards, wire transfers, or electronic fund transfers (EFT). The Company does not accept PayPal.

4. Term.

  1. This Agreement will commence on the effective date first set forth above and will continue for a minimum period of 30 days, regardless of the Client’s delivery of content, and then will continue on a month to month basis unless otherwise terminated by The Company or Client or unless otherwise agreed to by The Company and the Client.

5. Termination. 

  1. This agreement may not be terminated prior to 30 days after the date shown above by the Client. In the event that either the Company or the Client desire to terminate the services under this agreement, the Company or Client must submit a written request to the opposite party at least fourteen (14) days prior to the desired date of termination. Written requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement, Client must submit a written request to the Company at least fourteen (14) days prior to the next billing date. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file. If any circumstances arise which hinder The Company from performing the Services, The Company may at its sole discretion terminate the agreement immediately without notice. Under no circumstances will The Company give refunds of the amount paid for the Services hereunder.

6. Ownership of Materials.

  1. The Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials.

7. Proprietary Information and Use of Materials.

  1. Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.
  2. Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar nondisclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.
  3. License. Client grants The Company a limited, nontransferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and performance marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).
  4. Portfolio Release. Client agrees that The Company has the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, self-promotion including advertising for The Company’s business including without limitation Facebook or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may both agree in writing to such limitation.
  5. Remedies.The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

8. Testimonials.

The Company may contact The Client for a written or video testimonial. The Company has the right to use any testimonials, whether written or in audio or video format for promotional purposes including without limitation Facebook, Instagram and The Company’s website. In the event Client wishes to exclude some specific materials or information from the testimonial, The Company and Client may both agree in writing to such limitation.

9. Referrals.

The Company may contact The Client to provide referrals in exchange for a referral fee, which will be disclosed in writing at that time.

10. Additional Services. 

All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a rate of $500 per hour. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by The Company.

11. Limitation of Liability. 

The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client's sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.

12. Handling of Disputes. 

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable Provincial and Federal laws. This agreement shall be governed by the laws of the Province of Ontario.

13. No Guarantee

The Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.

14. Communications. 

  1. If the Client has any questions, the first place to check is the Neomind Support Centre, available at https://support.neomind.co/. If the Client’s question is not answered there, the Client agrees that communication is to be via email only, the email address to use is [email protected]. The Company will not accept any phone calls whatsoever, including but not limited to the following topics or issues: subdomains, technical site issues, Facebook rep calls, monthly or weekly updates, or onboarding/offboarding calls. The Company’s office hours are 9am - 5pm MT, Monday to Friday. The Company typically responds to email within 2-3 business days excluding weekends and standard public holidays. These standards are in place to ensure that the Company is focused on results and implementation. Client understands that The Company will not provide education via email or phone related to the Neomind Growth Agency and its proprietary processes.

15.Transfer Of Agreement.

  1. This Agreement shall automatically stay intact if Client or Company undergo any name changes or either Party becomes partially or completely part of another company or entity whether by merger or sale of assets and therefore be binding for such entities.

16. Entire Agreement.

  1. This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.

17. Severability.

  1. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

18. Headings.

  1. The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

19. Interpretation and Enforcement. 

  1. The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the Province of Ontario, Canada. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the Province of Ontario, Canada.

By their signatures below, the parties hereby understand and agree to all terms and conditions of this Agreement.

Client The Company
Name:  _________________________ Name:  ___________________________
Company:  ______________________ Company:  ________________________
Signature:  ______________________ Signature:  ________________________
Date:  __________________________ Date:  ____________________________