CLIENT AGREEMENT
By submitting payment for services or clicking below, I certify that I am the client or an authorized agent of the client seeking marketing services (“Client”), and that I am requesting one or more of the services of Awarity (Sophos Marketing, LLC, a Texas limited liability company) (the “Company”). By clicking below, I certify that I have the actual and legal authority to bind the Client to each and every term and condition as more fully described below.
The Company reserves the right to update its Payment and Cancellation Agreement at any time, with notice to the Client.
1. SERVICES TO BE PROVIDED
The Company shall perform one or more of the following services:
2. COMPENSATION FOR SERVICES
A.
Banner Advertising
(1).
Client shall be charged a one-time set-up fee of $499 to cover the cost of custom programming, strategy, and a banner ad design with one round of client revisions. Additional rounds of revisions may incur additional costs. Any Banner ads produced by Company can be used solely with any Company campaigns.
(2).
Average Maximum CPM (“CPM” is defined as cost per 1,000 impressions) of $5.00 across all tactics excluding remarketing/retargeting tactics with a per month, per Campaign minimum spend of $299.
(3).
Additional Add-Ons: If the Client wishes to add on additional services, such requests must be made in writing to be effective. These Add-Ons must be tied to a Campaign and a subscription for Services by the Company to Client. The Company shall provide to the Client a separate invoice, or a separate line-item on the primary invoice, for these additional add-on services. Additional add-on services include:
B.
Connected TV Advertising
(1).
Client shall be charged a one-time set-up fee of $499 to cover the cost of custom programming and strategy. This fee does not include any design work for the commercial.
(2).
Maximum CPM (cost per 1,000 impressions) of $39.96 with a per month, per Campaign minimum fee of $999 for a 15 second or 30 second commercial. This maximum CPM is not guaranteed for any commercials longer than 30 seconds.
(3).
Additional Add-Ons: If the Client wishes to add on additional services, such requests must be made in writing to be effective. These Add-Ons must be tied to an active Campaign. The Company shall provide to the Client a separate invoice, or a separate line-item on the primary invoice, for these additional add-on services. Additional add-on services include:
C.
In Display Video Advertising
(1).
Client shall be charged a one-time set-up fee of $499 to cover the cost of custom programming and strategy. This fee does not include any design work for the commercial.
(2).
Maximum CPM (cost per 1,000 impressions) of $10.00 with a per month, per Campaign minimum fee of $499 for a 15 second or 30 second commercial. This maximum CPM is not guaranteed for any commercials longer than 30 seconds.
(3).
Additional Add-Ons: If the Client wishes to add on additional services, such requests must be made in writing to be effective. These Add-Ons must be tied to an active Campaign. The Company shall provide to the Client a separate invoice, or a separate line-item on the primary invoice, for these additional add-on services. Additional add-on services include:
3. PAYMENT FOR SERVICES
A.
Prepayment Requirement. Client understands and agrees that payment is required to initiate campaign services. If other payment arrangements are required, a request should be submitted in writing to the Company, and any exceptions are at the Company’s sole discretion and additional charges may apply.
B.
Minimum Fee for Services.
1.
Subscription Campaigns: Client understands and agrees that there is a minimum fee of $2,293 (“Minimum Fee”) for the Company to provide one or more of the Services to the Client. The Minimum Fee is required for each campaign or type of advertising requested and the Client cannot cumulatively request multiple services that add up to $2,293 to meet the Minimum Fee.
2.
Scheduled Campaigns: Client understands and agrees that there is a minimum fee of $2,500 (“Minimum Fee”) for the Company to provide one or more of the Services to the Client. The Minimum Fee is required for each campaign or type of advertising requested and the Client cannot cumulatively request multiple services that add up to $2,500 to meet the Minimum Fee.
C.
Subscription Campaign Payment for Services. Client agrees to provide and keep a valid credit card on file for the Company to charge on a monthly basis, depending on the Service(s) and/or Add-Ons requested by the Client.
1.
For credit cards on file, the first monthly payment will be charged with the initial setup of Services, and all subsequent monthly payments will be invoiced and charged either within ten (10) days after the end of each Subscription Flight, or at regular monthly intervals for continuing Services, as determined by the Company.
2.
For check and ACH payments, invoices shall be sent within twenty-one (21) days after the end of the Subscription Flight.
3.
All invoices shall be considered late if not paid prior to the most recent active flight ending (the “Due Date”).
4.
All payments shall be made in United States legal currency (USD), unless otherwise agreed in writing by the Company.
5.
If payment is not received by the Due Date, the Company reserves the right to shut down the Campaign and withhold reporting services to the Client. Payments not received within 3 days following the Due Date shall be subject to a flat $50 late fee. If payment is not received within 15 days of the Due Date, an additional fee of $150 will be added to the Client’s invoice and the balance due, plus late fees, shall accrue interest of five percent (5%) per month until paid.
4. TERM AND CANCELATION
A.
Term. This Agreement will commence once the Client clicks below or submits payment for one of more Services and this Agreement shall continue until termination as provided below or the end of a Scheduled Campaign is completed. Reporting functionality will remain active for a minimum of 30 days following the termination of a Campaign.
B.
Subscription Campaign Cancellation by Client. A Client may cancel one or more Services or add-ons at any time, provided that the Client requests in writing to cancel such Services or Add-ons to the Company.
1.
For the cancellation to be effective, the Minimum Fee must be met. If the Minimum Fee has not been met and the Client wishes to cancel one or more Services, then the Client may disengage the Company so long as the Client continues to pay any remaining amounts due to Company to satisfy the Minimum Fee. Unless otherwise agreed to in writing by the parties, the Company agrees to fulfill all obligations previously agreed to until the Campaign ends or the Minimum Fee has been met and the Client agrees to submit payment until the Campaign ends and the Minimum Fee has been paid in full.
2.
The cancellation by the Client shall be processed by the end of the month following the month of receipt notice (for example, if the Client provides notice on June 15th that they are cancelling the Agreement, the cancellation will be processed on the last day of July).
3.
Upon the Minimum Fee having been reached or exceeded, the Services provided by the Company shall continue on a month-to-month basis unless the Client has notified the Company in writing of its intent to cancel any Services.
4.
If the Client does not provide a written request for cancellation of Services or add-ons, then the Client specifically authorizes the Company to continue to charge for its subscription-based Services until the Client notifies the Company in writing of its desire to terminate this Agreement, at which point the cancellation shall be processed in accordance with Section 4(B)(2) above.
C.
Cancellation by The Company. The Company may terminate this Agreement immediately and without prior notice at any time, for any reason, including (but not limited to) if Client refuses to or is unable to pay for the requested subscription-based Services, add-ons or is in breach of any material provision of this Agreement. Client agrees that the Company may seek legal recourse to obtain full payment of the outstanding balance due, including but not limited to using collection companies, filing a lawsuit or otherwise engaging in any legal option available to Company. Client agrees to pay for any costs and expenses incurred in attempting to collect the outstanding balance due and such costs and expenses may be added to the Client’s final invoice as such costs and expenses are incurred.
1. CONFIDENTIALITY
A.
Definition. “Confidential Information” means any Party proprietary information, including, but not limited to, research, banner ads, ad designs, product plans, products, services, customers, customer lists, markets, software, designs, drawings, marketing, or other business information disclosed by the Party either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
B.
Non-Use and Non-Disclosure. Both Parties agree they will not, during or subsequent to the term of this Agreement, use either Party’s Confidential Information for any purpose whatsoever other than the performance of the services or obligations required under this Agreement. It is understood that said Confidential Information shall remain the sole property of the original owner. Both Parties further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions identical to Sections 2 and 3 of this Agreement. Confidential Information does not include information which is known to either Party at the time of disclosure as evidenced by written records, has become publicly known and made generally available through no wrongful act, or has been rightfully received from a third party who is authorized to make such disclosure.
C.
Third Party Information. Client certifies that any information, drawings, materials, or other property otherwise protecting by intellectual property laws, belongs to Client or has been properly licensed for use by Client. Company is not responsible for any damages or harm stemming from the use of any information provided by Client.
D.
Use of Information in Advertising. Client will permit the Company to list the Client’s name (and logo) as well as campaign ads on Company’s website and other collateral marketing materials and allow the use of case studies related to the Client’s successful campaigns managed by Sophos Marketing. Examples of such use by the Company can be found on the website (www.awarity.com).
2. CONFLICTING OBLIGATIONS
Client certifies that Client has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Client from complying with the provisions hereof, and further certifies that Client will not enter into any such conflicting agreement during the term of this Agreement.
3. THIRD PARTIES
Company utilizes payment processing systems, contact management systems, and other third party placement systems in performing the services under this Agreement. Company is not responsible for information stored on or with these third parties. In the event that this information is breached, or otherwise made available to the public, Company is not responsible for any damages stemming from the breach unless otherwise required by law.
4. INDEMNIFICATION
Client agrees to defend, indemnify, and hold harmless the Company, along with its partners, owners, members, principals, employees, contractors, attorneys, agents, and representatives (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), for, against, and from (a) all third party claims arising out of or related to Client’s work, work product, actions, premises, and statements made during the course of obligations related to this Agreement, including any losses, costs, damages, expenses (including, without limitation, attorneys’ fees) or other liabilities incurred by the Company in responding to such third party claims, and (b) liabilities, claims (including, without limitation, claims and liabilities relating to remediation, bodily injury and property damage), causes of action, suits, judgments, damages, losses, costs, and expenses (including, without limitation, court costs, reasonable attorneys’ fees, and costs of work) of any nature (individually and collectively, “Losses”), to the extent arising out of, resulting from or incurred as a result of Client’s work, work product, actions, premises, or statements made during the term of this Agreement or in the course of performing obligations under this Agreement. Client further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of Client or Client’s assistants, employees or agents, or (ii) any breach by the Client or Client’s assistants, employees or agents of any of the covenants contained in this Agreement. The indemnification in this paragraph 6 shall not be limited because all or any part of any losses are (a) covered by insurance and/or (b) partially attributable to the conduct or alleged negligence of any indemnified party.
5. PERSONAL JURISDICTION AND FORUM SELECTION
A.
Consent to Personal Jurisdiction. Client hereby consents to the personal jurisdiction of the state and federal courts located in Texas for any action or proceeding arising from or relating to this Agreement or relating to any arbitration or meditation in which the parties are participants.
B.
Forum Selection. Client hereby agrees to bring any and all claims, legal proceedings, or litigation related to or arising out of this Agreement in Collin County, Texas.
C.
Acknowledgment. Client has read and understands:
SECTION 3, WHICH DISCUSSES CONFIDENTIALITY,
SECTION 6, WHICH DISCUSSES INDEMNIFICATION; AND
SECTION 6, WHICH DISCUSSES PERSONAL JURISDICTION AND FORUM SELECTION.
6. ADVERTISING SITES
Advertisements are placed on sites pre-screened for content by a third party company, and Company is not responsible for the failure of these third parties to detect certain information or content that may be political, religious, or otherwise controversial in nature. Additionally, Company does not have control over all sites where advertisements are placed. In the event that a site is off line or otherwise not responding, Company is not responsible for restoring the site or performing maintenance. Company relies on advertising performance statistics provided by the host site, or other third party companies for reporting to Client. In the event that Company becomes aware that these statistics are inaccurate or otherwise unreliable, Company will take all corrective action possible to get accurate statistics. However, Company cannot be held liable for damages or other breach of contract claims based on the use or reporting of the statistics provided by the third party companies.
7. GOVERNING LAW
It is the understanding and agreement of the Parties that this Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law provisions.
8. ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.
Last updated December 20, 2018
Sophos Marketing, LLC (“us”, “we”, “our”) operates https://www.awarity.com (the “Sites”). This page informs you of our policies regarding the collection, use and disclosure of Personal Information we receive from users of the Site. Additionally, it informs you of the expectations of you while using the Site. By accessing the Site, you agree to the collection and use of information in accordance with the Privacy Policy, and to use the Site in compliance with the Terms of Use. All policies are governed by the laws of the State of Texas without regard to conflict of law provisions. These Terms of Use affect your legal rights and obligations, and should be read in full prior to use of the Site. Use of the Site serves as your acceptance of the Terms of Use and Privacy Policy below.
INTELLECTUAL PROPERTY OWNERSHIP
All information provided on the Site which is subject to copyright, trademark, or patent protection is the property of us, and will remain property of us. By using the site, you do not have the right to copy, reproduce, sell, use, or otherwise exercise the Intellectual Property rights in any way.
PRIVACY POLICY
Our privacy policies and use and collection of personal information is outlined in our Privacy Policy, included on this page. The Privacy Policy is incorporated herein by reference.
DISCLAIMER OF WARRANTIES AND LIABILITY
THIS SITE IS PROVIDED “AS IS”. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SITE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGHOUT THE SITE. WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (a) WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SITE OR OTHERWISE BY US, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US OR ANY THIRD PARTY. FURTHER THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
Additionally, no product or service purchased on the Site is guaranteed to be suitable for a particular purpose. It is the responsibility of the customer to review any and all products produced from the Site for use in any specific manner. We will not be liable for any damage to person or property stemming from misuse of a product produced from the Site. Additionally, we will not be liable for any mistakes made by the customer in the ordering or designing process. All contracts for product or services signed on the Site are subject to the terms and conditions specifically enumerated in the contract.
MINORS
We do not specifically market to children under the age of 13 years old, or minors under the age of 18 years old. Additionally, the minimum age to engage with this Site, and order product from this Site is 18 years old.
INDEMNIFICATION
User agrees to defend, indemnify, and hold harmless the Site and Sophos Marketing, along with its partners, owners, members, principals, employees, contractors, attorneys, agents, and representatives (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”), for, against, and from (a) all third party claims arising out of or related to User’s use, actions, and statements made during the course of using the Site, including any losses, costs, damages, expenses (including, without limitation, attorneys’ fees) or other liabilities incurred by the Site and Sophos Marketing in responding to such third party claims, and (b) liabilities, claims (including, without limitation, claims and liabilities relating to remediation, bodily injury and property damage), causes of action, suits, judgments, damages, losses, costs, and expenses (including, without limitation, court costs, reasonable attorneys’ fees, and costs of work) of any nature (individually and collectively, “Losses”), to the extent arising out of, resulting from or incurred as a result of Contractor’s work, work product, actions, or statements made during the term of this Agreement
USER COMMENTS, POSTS, AND FEEDBACK
Any information you transmit by text or post to the Site shall be considered non-confidential and non-proprietary, except for your Personal Information which is covered under this Privacy Policy. We do not claim ownership of any information or material you transmit, distribute, post, communicate, or send.
Additionally, you agree not to transmit, distribute, post, communicate, or store information on this Site that:
A.
is copyrighted, unless you are the copyright owner;
B.
violates or infringes on any other intellectual property rights of others or the privacy or publicity rights of others;
C.
reveals a trade secret, unless you own it;
D.
is obscene, libelous, defamatory, threatening, harassing, abusive, malicious, hateful, sexually explicit, or embarrassing to any other person or entity, advocates, promotes, incites, instructs, informs, assists or otherwise encourages violence or other illegal activities, or involves fraud, stalking, or otherwise violating the legal rights of others, is harmful to minors, attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate or otherwise objectionable, all as determined by RSL in its sole discretion;
E.
violates any applicable law or regulation;
F.
constitutes or contains junk mail, spam, advertisements or solicitations of a business, surveys, contests, chain letters, or pyramid schemes;
G.
contains viruses, Trojan horses, worms, time bombs, or other computer programming routines, engines, or other software, data, or programs that are intended to or may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data information, or property of another including, but not limited to, the Site.
THIRD PARTY SITES
We do not include third party products or services on our websites.
Our Site uses a third party payment processing service to process all payments made through the Site. We are not responsible for storing or collection of the payment information provided during the payment process. Additionally, you may be subject to the Square Terms and Conditions and Account Agreement by utilizing the payment feature on our Sites.
INTERNATIONAL USE
This site is intended for use in the United States, and United States territories.
INFORMATION COLLECTION AND USE
While using our Site, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to, your name, email address, and phone number (“Personal Information”). This information will be used only to improve user experience on the Site, send out a periodic newsletter, or to respond to any communications we receive from you via the Site. We partner with third parties to provide services on the Site, specifically shipping and payment services. When the User engages with these services, the information necessary to provide those services will be given to the third party. These parties are not allowed to use the information except for the purpose of providing the engaged service. Additionally, where permitted or required by law, we will provide personally identifying information to third parties, without your consent, to comply with court orders, subpoenas, or other legal or regulatory requirements. This information will not be sold to a third party. In the event this policy changes you will be notified via updates posted on the Terms and Conditions/ Privacy Policy section of the website.
LOG DATA
Like many site operators, we collect information that your browser sends whenever you visit our Site (”Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Site that you visit, the time and date of your visit, the time spent on those pages, and other similar statistics.
In addition, we may use third party services such as Jetpack or Google Analytics that collect, monitor, and analyze the Log Data.
COOKIES
Cookies are files with small amount of data, which may include an anonymous unique identifier. Cookies are sent to your browser from a web site and stored on your computer’s hard drive.
Like many sites, we use “cookies” to collect information. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of our Site.
DO NOT TRACK
Our Site does not track its customers over time and across third party websites to provide targeted advertising and therefore does not respond to Do Not Track (“DNT”) signals. However, some third party sites do keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you. If you are visiting such sites, Safari allows you to set the DNT signal on your browser so that third parties (particularly advertisers) know you do not want to be tracked.
SECURITY
The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security against viruses, hackers, etc. Additionally, all payment information is currently processed through a third party payment service. We do not maintain any financial or payment information on our servers and are not responsible for the use, disclosure, or misuse of any such information.
OPT OUT
If you wish for your information to be removed from our records, you may opt out by contacting us at support@awarity.com. Please note that removal may take time to process, and will be reflected in our records as soon as possible. You may also request to review or make changes to the personally identifiable information as collected directly from our Site, please contact us at support@awarity.com to do so.
Our site uses a third-party service to match browser cookies to your mailing address. We then use another company to send special offers through the mail on our behalf. Our company never receives or stores any of this information and our third parties do not provide or sell this information to any other company or service.
To opt out of receiving our direct mail, you may send us an email at support@awarity.com, call us at (469) 305-7576, or send a written request to 2600 Network Blvd. Suite 270 Frisco, TX 75034. We will honor those requests, but please understand that it may take a number of days for such mailings to end.
CHANGES TO THIS PRIVACY POLICY
This Privacy Policy is effective as of December 20th, 2018 and will remain in effect except with respect to any changes in its provisions in the future, which will be in effect immediately after being posted on this page.
We reserve the right to update or change our Privacy Policy at any time and you should check this Privacy Policy periodically. Your continued use of the Site after we post any modifications to the Privacy Policy on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Privacy Policy.
CONTACT US
If you have any questions regarding our Privacy Policy, please contact us at support@awarity.com.
Your payment and personal information is always safe. Our Secure Sockets Layer (SSL) software is the industry standard and among the best software available today for secure commerce transactions. It encrypts all of your personal information, including credit card number, name, and address, so that it cannot be read over the internet.
All payments are final and no refunds will be processed
Media expenditures in the Monthly Reports and Media Comparison are estimates based on Awarity research, as well as past campaign performance of Awarity clients. Actual media costs may vary.
Sources:
http://www.bpsoutdoor.com/blog/?p=3
https://dashtwo.com/blog/how-much-does-billboard-advertising-cost/
https://fitsmallbusiness.com/radio-advertising/
https://fitsmallbusiness.com/newspaper-advertising-costs/
https://karolakarlson.com/facebook-ads-cost-and-bidding/
Connected TV Viewership Sources:
https://variety.com/2020/tv/news/viacomcbs-all-access-subscribers-pluto-tv-1234824161/
https://www.fiercevideo.com/video/comcast-s-xumo-reports-massive-user-growth-2020
https://www.fiercevideo.com/video/google-fiber-adds-philo-to-list-streaming-tv-partners