BLACK BEAN MEDIA, LLC — MASTER SERVICES AGREEMENT
This Marketing Services Agreement ("Agreement") is entered into as of the date agreed to during the signup process, by and between Black Bean Media, LLC, a Washington company ("Agency"), and the undersigned party ("Client"). Each may be referred to individually as a "Party" and collectively as the "Parties."
RECITALSWHEREAS, the Agency is a provider of digital marketing and programmatic advertising services, including but not limited to display, video, and podcast advertising;
WHEREAS, the Client desires to engage the Agency to exclusively manage and execute its display advertising efforts;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
1. Services ProvidedThe Agency shall manage and optimize the Client's display advertising campaigns, including but not limited to banner ad placement on programmatic networks. The Agency shall have discretion in how campaigns are created, optimized, and deployed, including use of third-party tools, tracking, and analytics platforms.
The Agency will serve as the Client's exclusive provider for display advertising services for the term of this Agreement.
2. CompensationThe Client agrees to pay the Agency a fee equal to 15% of the Client's monthly media spend for services rendered under this Agreement. Media spend shall include all advertising costs associated with placements on DSPs, ad networks, publishers, and associated technologies as deemed necessary by the Agency.
Optional Creative Services Add-On:The Client may opt into an unlimited display creative services plan for an additional $500/month. This includes unlimited static and HTML5 banner variations for use in campaign deployments.
3. Term and TerminationThis Agreement shall commence upon the date payment is received and shall continue month-to-month unless terminated by either Party with at least 15 days written notice. If the Client has prepaid fees beyond the termination date, they will receive a pro-rata refund.
4. Reporting and TransparencyThe Agency will provide access to media buying platforms and issue weekly performance reports. The Client agrees to implement any required tracking pixels, conversion events, and postback mechanisms requested by the Agency for campaign measurement and optimization.
5. Creative and Intellectual PropertyThe Client retains rights to their own intellectual property. Any creative assets developed by the Agency remain the property of the Agency, but a license is granted to the Client for use in campaigns managed by the Agency.
6. ExclusivityDuring the term of this Agreement, the Client agrees not to engage any other agency or individual for display advertising services unless expressly approved in writing by the Agency.
7. IndemnificationEach Party agrees to indemnify and hold harmless the other from any claims, liabilities, or damages arising from their respective actions, breaches, or use of materials under this Agreement.
8. Miscellaneous
9. Digital AcceptanceThe Client agrees to be bound by the terms of this Agreement through digital acceptance at the time of engaging the Agency’s services via its website or sign-up form. Digital acceptance shall constitute full and binding execution of this Agreement.
10. Entire AgreementThis Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or understandings. Modifications must be in writing and signed by both Parties.
11. NoticesAll notices shall be delivered in writing to the addresses provided by the Parties during the sign-up process.
EXHIBIT A — PAYMENT TERMS
IN WITNESS WHEREOF, the Client acknowledges and agrees to the terms of this Agreement through digital acceptance as of the effective date chosen during the signup process.
Black Bean Media is located in Colorado Springs, CO.