SmartLeadGen Lead Generation Agreement
This SmartLeadGen Lead Generation Agreement (the “Agreement”) is made and entered into as of the date of the first invoice,
by and between
RIZEN CORP, a Florida Corporation, whose post office address is 323 Sunny Isles Blvd, Suite 700, Sunny Isle Beach, Fl 33160
(“Rizen”),
And you or your company (the “Client”).
1.0 SERVICES RENDERED
SMART LEAD GEN PROGRAM
Our SmartLeadGen program consists of access to a marketing & advertising specialist or equivalent marketing expert(s) to assist with the setup and/or implementation of your lead generation campaigns. The support during the program will consist of phone conversations, email-based support, and any other activities related to the setup and/or implementation of your Subscription. The SmartLeadGen program is delivered remotely. If we determine you would benefit from additional assistance, we may provide it to you within your Delivery Period in our sole discretion.
REMOTE TEAM TRAINING
Remote Team Training consists of access to a marketing specialist or equivalent marketing expert(s) to assist with (i) creating a custom marketing plan, (ii) up to two (2) group session(s) with your team to review your organization’s marketing processes, (iii) up to one (1) planning session prior to team training session(s). Remote Team Training is delivered remotely. If we determine you would benefit from additional assistance, we may provide it to you within your Delivery Period in our sole discretion.
HUBSPOT TOOLS WALK-THROUGH
Hubspot will be at the center of our work, we will show you how to get the most out of the tool.
DEVELOP SMART GOALS
We will consult on how to develop S.M.A.R.T. (Specific, Measurable, Attainable, Relevant, Timely) Goals.
MARKETING CONSULTATION
We'll meet with the Client one (1) time per week, or as necessary, to create documentation, and offer email and phone consultation. We'll review your analytics and provide recommendations.
LANDING PAGE DESIGN & TESTING
We'll create top-of-funnel, middle-of-funnel, and bottom-of-funnel offers and design landing pages to drive traffic to. We write code using HTML, CSS and Javascript, test on Mac OSX, Windows, iOS and Android devices.
GOOGLE & SOCIAL MEDIA ADVERTISEMENT MANAGEMENT
Paid Advertising is an ongoing program focusing on managing the effectiveness of bids, budget, and media. Our services are based upon your needs and involve detailed analysis, the use of the Hubspot Software and extensive tuning and optimization services. When you work with us, your dedicated analyst will drive the project and provide all changes and recommendations on a technical and strategic level. The objective of the advertising is to drive leads to the sales team.
TECHNICAL SUPPORT
We'll offer support relating to Hubspot software. Technical support for additional tools is available through each tool vendor and will not be included in this agreement.
ERRORS
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages,
including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
2.0 MUTUAL COOPERATION
Rizen agrees to use its best efforts to fulfill the deliverables listed above. The Client agrees to aid Rizen in doing so by making available to Rizen all needed information pertaining to your website and to cooperate with Rizen in expediting the work when necessary. Rizen is not liable for any delays caused by lack of cooperation or lack of sufficient materials provided by the Client when requested by Rizen.
3.0 CHARGES FOR SERVICES PERFORMED
Requests above and beyond Rizen’s budget may be considered out-of-scope and an amendment to the budget will be required in order for Rizen to partake in additional services not mentioned in Section 1 of this Agreement.
4.0 TERMS OF PAYMENT
4.1 PAYMENT.
The total budget for this project:
$7500 (the “Initial Setup Fee”) for thirty (30) hours of set up work. The Initial Setup Fee is due prior to any services being rendered and is earned upon receipt. Additionally, $5000 a month (the “Monthly Fee”) for twenty-three (23) monthly hours of training, consulting and execution management. Rizen requires monthly payments of the Monthly Fee prior to the first day of monthly service being performed for any given month. The Client agrees to keep a credit card or ACH debit account number on file at all times, which will be charged on the same day of each month (“Payment Date”). The Payment Date cannot be changed for any reason. The Client agrees that should any Monthly Fee payment not go through, Rizen may charge a $25 non-payment fee.
Should Rizen have any additional charges, which are not contemplated by the Monthly Fee or are the result of a change, modification, or alteration requested by the Client, Rizen shall provide an invoice for any additional charges five (5) days before the charging of such additional charges. Should payments be declined for any reason when being processed by Rizen, the Client shall be considered in default of this Agreement. Upon written notification by Rizen either via U.S. Mail, Return Receipt Requested or via Email, the Client shall have three (3) business days to make payment to Rizen of the full balance then due and owing for any additional charges. Failure of the Client to make full payment of the balance then due and owing will result in the stoppage of all work for the Client until the balance is paid. Failure to pay the full balance then due and owing within three (3) business days will also result in a late payment fee of three percent (3%) of the then balance due and owing being assessed.
4.2 COLLECTION COSTS
In the Event that Rizen is ultimately required to collect any unpaid amounts dues and owing to Rizen, the Client understands that they will be required to pay fees and/or costs to Rizen in attempting to collect all unpaid amounts from the Client, including attorney’s fees and costs associated with litigating the entitlement of said amounts.
5.0 CHANGE ORDERS
We know from experience that fixed-price contracts sometimes need modifications, as they often limit you to your earliest ideas. We don’t want to limit your ability to change your mind or make decisions later when you might be better informed. The Monthly Fee is based on the length of time Rizen estimates it’ll need to accomplish everything the Client wants to achieve. Neither this Agreement nor any of the terms or conditions hereof may be changed, modified, amended, waived, discharged, or terminated
except in writing in a written instrument signed by all parties hereto.
6.0 RESPONSIBILITIES OF RIZEN CORP AND CLIENT.
6.1 RIZEN CORP'S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by Rizen for use in performing services for the Client, if any are
necessary.
The Client guarantees that all elements of text, images, or other artwork the Client provides is either owned by the Client, or that the Client has permission to use such text, images, or other artwork. Then when your final payment has cleared, copyright will be automatically assigned as follows: Rizen will own the unique combination of these elements that constitutes a complete design and we’ll license that to the Client,
exclusively and in perpetuity for this project only, unless we agree otherwise in writing.
6.2 CLIENT RESPONSIBILITY FOR ACCURACY
The Client shall be responsible for the accuracy, completeness and propriety of information concerning its products and services which the Client furnish to Rizen verbally or in writing in connection with the performance of this Agreement.
7.0 CONFIDENTIALITY
Rizen acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Rizen on behalf of the Client or disclosed by the Client to Rizen.
8.0 TERM AND TERMINATION
8.1 PERIOD OF AGREEMENT AND NOTICE OF TERMINATION
This Agreement shall become effective as of the date of execution of this Agreement and shall continue until terminated by either party upon not less than thirty (30) days’ written notice by either party to be sent.
8.2 TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of written notice of said default, or if the
default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
8.3 PAYMENT FOR NON-CANCELABLE MATERIALS
Any non-cancelable materials, services, etc., Rizen has properly committed itself to purchase for the Client’s account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by the Client, in accordance with the provisions of this Agreement. We will provide written proof, upon request of the Client, that any such materials and
services, are non-cancelable.
8.4 MATERIALS UNPAID FOR
If upon termination there exist any materials furnished by Rizen or any services performed by Rizen for which the Client has not paid us in full, until such time as the Client has paid Rizen in full the Client agrees not to use any such materials, in whole or in part, or the product of such services.
8.5 TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by the Client to Rizen, Rizen
shall transfer, assign and make available to the Client all property and materials in its possession or control belonging to the Client.
The Client agrees to pay for all costs associated with the transfer of materials.
9.0 GENERAL PROVISIONS
9.1 GOVERNING LAW
This Agreement, its validity and interpretation, and all action arising from it shall be governed by and interpreted I accordance with
the laws of the State of Florida. In the event of litigation concerning this Agreement, exclusive jurisdiction and venue shall rest in the
state court serving Miami-Dade County, Florida.
9.2 AUTHORITY TO EXECUTE
Each of the individuals signing this Agreement either for themselves or for any of the parties to this Agreement for which they sign,
represent, and warrant that he or she has been duly authorized to execute ad deliver this Agreement for ad on behalf of themselves
or any party for which they sign.
9.3 ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and there are no other agreements, written or oral, expressed or implied, between the Parties with respect to the subject matter of this Agreement, and the Parties represent that no
promise, inducement or other agreement not expressly contained in this Agreement has been made conferring any benefit upon them.
9.4 SEVERABILITY
The provisions of this Agreement are independent of and separate from each other and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in
whole or in part.
9.5 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be original. A legible fax or electronic mail (including “pdf ”) copy of this Agreement and any signatures hereon shall be
considered for all purposes as an original.
9.6 NEUTRAL INTERPRETATION
The Parties have had an opportunity to review the terms and conditions of this Agreement with legal counsel or on their own and are entering into this Agreement fully informed of all duties, obligations and ramifications of all terms and conditions contained
herein, and do agree to abide by and honor all said terms and conditions within this Agreement. Any uncertainty or ambiguity in the Agreement shall not be interpreted against any one party.
9.7 NON-WAIVER
The failure at anytime of Rizen to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, or shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Rizen shall be cumulative and may be pursued singly, successively or together, at the option of Rizen.
9.8 BINDING AGREEMENT
This Agreement shall be binding on and shall inure to the benefit of the Parties to this Agreement, the Members and/or Shareholders of the Companies, the Companies, and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
9.9 INDEMNITY.
The Client shall indemnify, defend, and hold Rizen harmless from any and all claims asserted against Rizen by any person, entity, or governmental body, or arising out of or in connection with this Agreement, except to the extent caused by the gross negligence or willful misconduct of Rizen or its agents or representatives. Rizen shall be entitled to appear in any proceedings to defend itself against such claims, and all costs and expenses, and reasonable attorneys’ fees, incurred by Rizen in connection with such defense shall be paid by the Client to Rizen, unless such claims are caused by the gross negligence or willful misconduct of Rizen or its agents or representatives. Following the occurrence and continuance of an Event of Default, Rizen shall, in its sole discretion, be entitled to settle or compromise any asserted claim against it, and such settlement shall be binding upon the Client for purposes of
this indemnification.
9.10 WAIVER OF JURY TRIAL
All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party
against any other party.
ACCEPTANCE
Your digital signature indicates acceptance of this Agreement. Your initial payment per the terms above will also represent acceptance of this Agreement, and entrance into a contractual agreement with Rizen Corp.