The undersigned (“You”) and Hunt Interaction, LLC, a Texas limited liability company (“Hunt Interaction”), have entered into this Consulting Services Agreement (this “Agreement”), effective as of the date of purchase, which will govern the terms and conditions under which Hunt Interaction will provide certain services to you. By providing payment for this service, the parties agree as follows:
Section 1 - Services.
Hunt Interaction is in the business of providing marketing services. You retain Hunt Interaction to provide, and Hunt Interaction agrees to provide, the services set forth as described on the services detail page prior to submitting payment. Hunt Interaction agrees to use commercially reasonable efforts and diligence, as well as good faith, in the performance of the Services and to devote such time and energy to the Services as may be required to provide the Services in a timely manner.
Section 2 - Consulting Relationship.
- Independent Contractor. Hunt Interaction is an independent contractor providing services to you. Hunt Interaction is not your employee and you will not control the manner or means by which Hunt Interaction performs the Services, including but not limited to the time and place Hunt Interaction performs the Services. Hunt Interaction has no authority under this Agreement to act on behalf of you or to bind you by contract or otherwise.
- Employment Taxes and Benefits. Hunt Interaction acknowledges that it will receive an IRS Form 1099-MISC from you with respect to all amounts paid under this Agreement. As an independent contractor, Hunt Interaction is solely responsible for all federal, state, and local taxes and withholdings arising from payments to or by Hunt Interaction under this Agreement. Hunt Interaction is solely responsible for worker’s compensation, disability benefits, unemployment insurance, withholding taxes, social security, or other similar statutory obligations for Hunt Interaction and Hunt Interaction’s employees and other agents.
Section 3 - Term.
This Agreement commences on the Purchase Date and continues until all deliverables are provided to the client.
Section 4 - Fees; Deposit; Invoicing.
- Fees. As compensation for the Services and the rights granted to you under this Agreement, you will pay the total amount of fees set forth on the checkout page, the Services (the “Fee”) in the manner set forth in this Section 4. The checkout page will state whether the Fee will be payable as a single, project-based payment (a “Project Fee”) or as a multiple-part payment.
Section 5 - Additional Expenses.
You agree to either, in Hunt Interaction’s discretion, pay directly to the applicable third parties or reimburse Hunt Interaction for all out-of-pocket expenses incurred in connection with the performance of the Services, which could include expenses related to stock imagery, printing, hosting, software licenses or applications, and any other materials relating to the foregoing (the “Additional Expenses”). For all reimbursable Additional Expenses to Hunt Interaction, you acknowledge Hunt Interaction is entitled to charge an administrative fee of 20% to be included in a separate invoice at the end of each month during the Term.
Section 6 - Late Payment; Delays.
Your obligation to pay Hunt Interaction for amounts due under this Agreement is independent of your receipt of payment from other sources. You agree to pay all amounts due under this Agreement on or before the date such amount becomes due. In the event you do not pay any amount due under this Agreement on time (each, a “Late Payment”), you acknowledge and agree:
- you will pay interest on such Late Payment at the lesser of the rate of 2.0% per month or the highest rate permitted under applicable law;
- you will pay an administrative fee of $50.00 to reimburse Hunt Interaction for administrative expenses incurred in connection with accepting and processing such Late Payment;
- Hunt Interaction is entitled to cease providing the Services unless and until all Late Payments (together with any applicable interest or fees) are paid in full, in addition to any other rights or remedies Hunt Interaction may have under this Agreement, at law or in equity, on account of such Late Payment (including, without limitation, the right to submit the Late Payment to a third party for collection); and
- In addition, if a check for payment is returned to Hunt Interaction for any reason, Hunt Interaction will charge an administrative fee of $80.00 in connection with accepting and processing such returned check.
Section 7 - Change to the Services.
Any change in the scope of the Services set forth on Schedule A, including any request for additional Services not included on Schedule A, or the assumptions upon which the scope of the Services set forth on Schedule A is based may require changes in the Fees, schedule of payments, or timeline. If you give Hunt Interaction notice of a change to the scope of the Services, or if Hunt Interaction becomes aware that the scope of the Services will need to change, you and Hunt Interaction will mutually agree on a written amendment to Schedule A (a “Services Amendment”). Each Services Amendment will detail the requested changes to the applicable task, responsibility, duty, budget, timeline or other matter. In addition, if a Services Amendment sets forth Services related to a new Project following the completion of the Services set forth on Schedule A, the Services Amendment shall also include the scope of the new Services, the Fees for such new Services, and the timeline for such new Services. All Services Amendments will become effective when signed by both parties. Notwithstanding the foregoing, in the event you request that Hunt Interaction cease providing Services for a period of thirty (30) days or more, this Agreement will be terminated. If you and Hunt Interaction cannot agree to a Services Amendment, (i) Hunt Interaction will complete any Services that are in progress or for which preparation has been made, but will not begin performing any additional Services and (ii) following the completion of such services, this Agreement will be terminated.
Section 8 - Your Obligations.
You will use your best efforts to respond promptly but no later than five (5) Business Days to any request from Hunt Interaction to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Hunt Interaction to perform the Services. In the event you do not respond within seven (7) calendar days, you will be deemed to have approved such direction, information, approval, authorization, or decision and Hunt Interaction will be permitted to proceed.
Section 9 - Personnel.
Hunt Interaction maintains the right to appoint, hire, supervise, direct, and discharge all employees, subcontractors, and third-party providers necessary to perform the Services, each of whom will be suitably skilled, experienced, and qualified to perform the Services in Hunt Interaction’s sole discretion. Hunt Interaction and all personnel will work on a remote basis unless otherwise agreed to in writing by the parties, including without limitation the determination of Additional Expenses relating to travel.
Section 10 - Originality; Deliverables; License; Pre-Existing Material.
- Originality. Hunt Interaction warrants that, to its knowledge and unless otherwise disclosed to you by Hunt Interaction, the Deliverables (as defined below) is original and has not been previously published.
- Deliverables. You are and will be the sole and exclusive owner of all right, title, and interest throughout the world in and to all the finished results of the Services performed under this Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Hunt Interaction agrees that the Deliverables are hereby deemed “work made for hire” as defined in 17 U.S.C. § 101 for you and all copyrights therein automatically and immediately vest in you. If, for any reason, any Deliverable does not constitute “work made for hire,” Hunt Interaction hereby irrevocably assigns to you, for no additional consideration, your entire right, title, and interest throughout the world in and to such Deliverable, including all Intellectual Property Rights therein, including the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.
- Rejected Proposals. In performing the Services and preparing the Deliverables, Hunt Interaction may provide you with drafts and proposals for certain Deliverables. If you review a draft deliverable or a proposal for Services provided to you by Hunt Interaction and inform Hunt Interaction that you have rejected any draft or proposal, or you propose changes to the draft or proposal such that the final product is no longer materially similar to the draft or proposal, (i) the draft or proposal will not be considered a “Deliverable” under this Agreement for purposes of this Section 10, (ii) you will have no rights, proprietary or otherwise, to the draft or proposal, and (iii) Hunt Interaction will retain all rights related to the draft or proposal and will be free to offer the draft or proposal to other clients (as long as all information of yours is removed in advance). Notwithstanding the foregoing, you will be required to pay all Fees in connection with the Services, even in the event you elect to reject a draft Deliverable or proposal and you will not be entitled to any refund in connection with a rejected draft Deliverable or proposal.
- Pre-Existing Materials.
- Hunt Interaction is, and will remain, the sole and exclusive owner of all right, title, and interest in and to all documents, data, know-how, methodologies, software, and other materials developed or acquired by Hunt Interaction prior to the date of this Agreement or independently of the performance of any Services hereunder (“Pre-Existing Materials”), including all Intellectual Property Rights therein. To the extent that any Pre-Existing Materials are incorporated in or combined or otherwise necessary for the use or exploitation thereof of any Deliverables, Hunt Interaction hereby irrevocably grants to you a royalty-free, fully paid-up, perpetual, transferable, sublicensable, worldwide, non-exclusive license to use, perform, display, reproduce, distribute, modify, make derivative works of, make, have made, sell, offer to sell, import, and otherwise exploit such Pre-Existing Materials as part of or in connection with such Inventions and other Deliverables, and to practice any method related thereto. All other rights in and to the Pre-Existing Materials are expressly reserved by Hunt Interaction. Hunt Interaction will not incorporate or combine any Pre-Existing Materials or any tangible or intangible property of any third party into or with any Invention or Deliverables without obtaining your prior written consent.
- To the extent that any of your pre-existing materials are incorporated in or combined with any Deliverable or otherwise necessary for the use or exploitation of any Work Product, you hereby grant to the Hunt Interaction an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof.
Section 11 - Promotion.
Hunt Interaction retains the right to make any statement (whether oral or in writing) in any webinars, websites, presentations, case studies, or promotional materials regarding your status as a client or former client of Hunt Interaction, including without limitation, the inclusion of examples of the Deliverables provided in connection with the Services hereunder for the purposes of professional analysis and discussion. Notwithstanding the foregoing, Hunt Interaction agrees to remove your name and Deliverables from Hunt Interaction’s portfolio for an additional administrative fee of 20% of the final Fee due under this Agreement.
Section 12 - Other Business Activities.
Nothing contained in this Agreement will limit or restrict the right of Hunt Interaction or of any partner, affiliate, employee, agent, or representative of Hunt Interaction, to be a partner, director, officer, employee, agent or representative of, or to engage in, any other business, whether or not of a similar nature to your business, nor to limit or restrict the right of Hunt Interaction to render services of any kind to any other corporation, firm, individual or association.
Section 13 - Miscellaneous.
- Software. Hunt Interaction may provide recommendations and assist with the installation of third-party software applications in connection with the Services. For any such third-party software applications you install, you will be responsible for arranging for the maintenance and support of such software through the applicable third-party software provider, subject to any software licensing or user licensing agreement.
- Records. Hunt Interaction agrees to maintain copies of all records, client files, summaries, data, and materials relating to the foregoing for a period of thirty (30) days following the termination or expiration of this Agreement. In the event you request to access any of the foregoing after such thirty (30) day period, Hunt Interaction retains the right to charge an hourly fee to retrieve such files to be determined at such time, in Hunt Interaction’s reasonable discretion.
- Governing Law and Venue. This Agreement will be governed by and construed under and in accordance with the laws of the State of Texas without regard to its conflicts of law principles. Venue for any suit relating to this Agreement will be in any court of competent jurisdiction in Travis County, Texas.
- Assignment, Prior Agreements, and Modification. No party may assign this Agreement to a third party without the prior written consent of the other party. This Agreement, together with any Non-Disclosure or similar agreement executed by the parties in connection herewith, constitutes the sole agreement of the parties with regard to contemporaneous understandings or written or oral agreements between the parties respecting the subject matter of this Agreement. No modification of this Agreement or any provision herein will be binding unless made in a writing signed by both parties.
- Severability. The provisions of this Agreement will be considered severable in the event that any of such provisions are held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable. Such invalid, void or otherwise unenforceable provisions automatically shall be replaced by other provisions that are valid and enforceable and that are as similar as possible in term and intent to those provisions deemed to be invalid, void, or otherwise unenforceable. Notwithstanding the foregoing, the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law.
- Waiver and Further Agreement. A waiver of a breach of any terms or conditions of this Agreement will not operate as a waiver of any other breach of such terms or conditions or any other term or condition hereof nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.
- Termination. Either party to this Agreement may terminate this Agreement by providing thirty (30) days’ written notice to the other party. Upon termination of this Agreement, you will be required to pay Hunt Interaction for any Services performed by Hunt Interaction and any expenses incurred by Hunt Interaction in connection with the Services prior to the effective date of termination. Hunt Interaction will not be required to return any Fees (including the Deposit) paid prior to the effective date of termination.
- Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together will constitute one and the same.
- Notices. All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given if physically delivered, delivered by express mail or other expedited service or upon receipt if mailed, postage prepaid, via first-class mail, or by electronic transmission, with receipt of read receipt confirmation that such electronic transmission was received to the addresses set forth on the signature page attached and/or to such other persons and addresses as any party will have specified in writing to the other.
- Acts of God. In the event either party is unable to perform its obligations under the terms of this Management Agreement, despite having taken commercially reasonable precautions, because of acts of God, interruption of electrical power or other utilities, equipment or transmission failure, or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable to the other for any damages resulting from such failure to perform or otherwise from such causes. Hunt Interaction and the client shall notify each other as soon as reasonably possible following the occurrence of an event described in this subsection.