Ganjaroad Marketing Agreement


This Internet Marketing And Sales Agreement and Exhibit A hereto (collectively, this “Agreement”) is made and entered into effective as of ______________________, 20____________ (“Effective Date”) by and between Insert Client Name Here (“Client”), with an office at Insert Client’s Address for Notice Here and International Access Media, Inc. (“Provider”), with an office at 1804 Garnet Ave #161, San Diego, California 92109 and a website located at www.ganjaroad.com (“Website”).

Statement of Purpose

The purpose of this Agreement is to define the terms and conditions under which Provider will provide advertising and promotion services to Client on the Provider’s Website.

Client and Provider hereby agree as follows:

1.      Definitions. As used in this Agreement:

1.1   Confidential Information means the information and materials of the parties that may be confidential or proprietary or may contain valuable trade secrets and similar business information, and are identified as such by the owner in a commercially reasonable manner.

1.2   Services means creative services and services related to the design, development and implementation of internet based marketing, including advertisement purchase and placement, direct mail via internet or conventional mail, and related services, all as more particularly described in each sequentially numbered Statement of Work executed by both parties and attached to this Agreement. Provider will use commercially reasonable efforts to complete the Services on or before the “Completion Date” set forth in each Statement of Work.

1.3   Statement of Work means a document executed by the parties in connection with discrete advertising or marketing projects to be undertaken by Provider, which shall contain at a minimum the following information and be substantially in the form attached hereto as Exhibit A: (a) a description of the Services and the deliverables or work products to be produced by Provider (the “Work Product”); (b) a projected timetable by which the Work Product will be delivered, including a timetable for each party’s obligations required to meet that delivery commitment; (c) Client’s special conditions of acceptance, if any; (d) a description of required status reports and interim Client approvals, if any; (e) the commencement and termination dates of the Services; (f) price; and (g) a payment schedule.

 

2.      Services.

2.1   Client Obligations.

2.1.1 Client shall provide Provider with all information required in each Statement of Work within the timeframes set forth in the Statements.

2.1.2        In connection with the Services, Client hereby authorizes and grants Provider a limited license to use Client’s trade and service names and marks, and will cause Client’s principal, if any, to grant the same limited license to use Client’s principal’s trade and service.

3.      Payments.

3.1   General. Client shall pay Provider in accordance with the terms of the Statement of Work. Additional Services may be added to the scope of services hereunder only upon execution of an amended Statement of Work by both parties specifying the services, pricing and payment terms for such additional work.

3.2 Transaction History and (Recurring) Payment. Client may review the amounts due in connection with the Services as rendered by way of the “Transaction History” page on Provider’s Website, after logging into Client’s Account. The “Transaction History” page shall set forth the total amount paid and/or due. The “Transaction History” page in Client’s Account shall be deemed Provider’s Confidential Information. Payments are processed on a recurring basis according to the Services rendered pursuant to Exhibit A, Provider Statement of Work.  If payment is not processed automatically through the Website, as in the event that your credit card declined payment, Company will notify you and provide a five (5) day grace period before initiating termination pursuant to Par. 7 of this Agreement.

3.3   Taxes. Client agrees to pay, and to indemnify and hold Provider and its service bureau providers harmless from, any sales, use, excise, import or export, stamp, value added or similar tax or duty not based on Provider’s or such providers income, property values, and business license taxes, as well as the collection or withholding thereof, including penalties and interest, and all government permit or license fees and all customs or similar fees, levied upon the performance of the Services by Provider and partners hereunder. The parties shall, at their own option and expense, have the right to seek administrative relief, a ruling, judicial review or other appropriate review (in a manner deemed appropriate by the party seeking such determination), as to the applicability of any tax, penalty or interest, or to protest any assessment and control any legal challenge to such assessment, but shall be liable hereunder for any such amount ultimately determined to be due. The parties agree to cooperate and provide reasonable documentation toward the resolution of tax audits conducted by government taxing authorities relating to purchases under this Agreement.

4.      Representations and Warranties.

4.1   Power and Authority; Due Organization. Each party represents and warrants that it is duly organized, validly existing and in good standing in its state of incorporation and/or operations, and has full power and authority to enter into this Agreement and to contract for the Services in accordance with the terms of this Agreement.

4.2   On-line Conduct Policy. Client acknowledges that it is Provider’s business policy to conduct e-mail and online campaigns in a manner so as not to: send unsolicited email to Recipients (unless authorized by federal law), spam, misuse or misappropriate other party’s trademarks, send obscene messages to Recipients or use email to conduct illegal activities as per current law. Client represents, warrants and covenants that: (a) any advertising content and/or product content, as defined in Exhibit A, (collectively the “Content”) is true, complete, and accurate and not misleading; (b) Client holds all necessary rights to permit the use of said Content; (c) Said Content is in compliance with Provider’s specifications and does not otherwise interfere with the function or performance of Provider’s web site(s); (d) none of the Content will: (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or intellectual property rights, (ii) violate any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control, the Civil Rights Act, the Fair Housing Act, the Americans with Disabilities Act and the Equal Credit and Protections Act, (iii) be defamatory or trade libelous, (iv) be pornographic, obscene or contain any nudity or other sexual materials, (v) contain viruses, Trojan horses, worms, time bombs, or other similar harmful programming routines, (vi) contain material that is threatening, abusive, harassing, profane, indecent, or otherwise objectionable or offensive, and/or (vii) contain hate propaganda or fraudulent material or activity. Client agrees that it will take no actions inconsistent with this policy and that it will make its principal(s) and/or agents aware of such policy. Client further agrees that it will cooperate with Provider in its efforts to respect Recipient’s privacy wishes and requests to be unsubscribed from receiving email.

4.3   Limitations. Client acknowledges that Provider may, at some point now or in the future, retain third-party service providers or subcontractors to perform portions of the Services. In such an event, Provider shall execute, and shall require its service providers to execute, appropriate non-disclosure agreements and to use their commercially reasonable efforts to ensure that the Services are provided in a timely manner. Provider agrees that Client shall not be responsible for the nonperformance by any of Provider’s third-party service providers or subcontractors.

5.      Indemnity.

5.1   Provider Limited Warranty.

5.1.1         Provider Limited Warranty. Provider warrants that it shall use commercially reasonable efforts to facilitate the Services being performed for Client by third-party service providers or subcontractors. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER, ITS AGENTS OR EMPLOYEES, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF PROVIDER’S LIMITED WARRANTY.

5.1.2           Limited Damages. NOTWITHSTANDING ANYTHING CONTAINED ELSEWHERE WITHIN OR WITHOUT THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR TYPE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR LOST PROFITS, REVENUES OR INFORMATION), AND PROVIDER’S LIABILITY HEREUNDER (AS WELL AS THE LIABILITY OF ANY OFFICER, DIRECTOR, PARTNER, EMPLOYEE OR ANY OF PROVIDER’S SERVICE PROVIDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, AS THE CASE MAY BE) SHALL BE LIMITED IN ALL EVENTS TO AMOUNTS PAID TO PROVIDER BY CLIENT UNDER THIS AGREEMENT.

5.2   Client Indemnification.

5.2.1             Client Indemnification of Provider. Client shall indemnify Provider and its service providers and hold Provider and its service providers harmless from and against any and all liabilities, lawsuits, damages, claims, payments, judgements, costs and expenses (including attorneys' fees) suffered by or incurred by Provider as a result of any claim or cause of action arising out of or relating to: (a) Client’s performance of or failure to perform its obligations under this Agreement; (b) any breach of the covenants, representations and warranties given to Provider by Client under this Agreement; or (c) any claim or cause of action against Provider alleging that the content of any e-mail, on-line transmission or other distribution of any materials provided by Client sent pursuant to the terms of this Agreement infringes or violates the rights of any third party.

6.      Confidentiality.

6.1   Non-Disclosure. The parties agree and shall cause their respective service providers and subcontractors to agree that they will not make use of, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except as authorized by this Agreement and to the extent necessary for performance of this Agreement. The parties represent that they will exercise reasonable care to protect their own Confidential Information.

7.      Term And Termination.

7.1   Term. The term of this Agreement will commence on the Effective Date and will continue for an indefinite period, unless terminated in accordance with the provisions hereof.

7.2   Termination for Cause. Any party may terminate this Agreement with fourteen (14) days’ written notice for material breach of the Agreement by the other party; or:

7.2.1                    If any party ceases to do business, or otherwise terminates its business operations and provides a written attestation to that effect; or

7.2.2                    If any party fails to promptly secure or renew any license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement or if any such license, registration, permit, authorization or approval is revoked or suspended and not reinstated within fourteen (14) days, and provides a written attestation to that effect; or

7.2.3                    Effective immediately and without notice if any party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, and provides a written attestation to that effect.

7.3   Rights upon Expiration or Termination. Upon termination of this Agreement, Provider will cease displaying Client’s advertisements on its Website within five (5) days of nonpayment, and Client shall pay, in accordance with the terms hereof, the final outstanding balances due to Provider, if any.

7.4 Survival. In the event of the termination or expiration of this Agreement, (a) any accrued payment obligations, (b) any right of action for breach of this Agreement prior to termination and (c) all the rights and obligations pursuant to Section 1 (Definitions), 3 (Invoicing and Payment), 4 (Representations and Warranties), 5 (Indemnification), 6 (Confidentiality), 7 (Term and Termination) and 8 (General) will remain in effect.

8.      General.

8.1   No Agency. Each party will in all matters relating to this Agreement act as an independent contractor. No party will have authority and will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of any other, or to represent any other party as an agent, employee or in any other capacity. Neither execution nor performance of this Agreement will be construed to have established any agency, joint venture or partnership.

8.2   Force Majeure. Any delay in or failure by Client or Provider in performance of this Agreement shall be excused if and to the extent that such delay or failure is caused by occurrences beyond the reasonable control of the affected party, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.  Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

8.3   Notices. All notices, demands, consents, approvals or other communications permitted or required hereunder shall not be effective unless the same shall be in writing and delivered, or sent postage prepaid, by first class mail, with or without return receipt requested, or sent by an local or overnight courier service with tracking capabilities or emailed to the parties at their addresses shown below, and shall be deemed served when so delivered or deposited in the United States Postal Service, courier service and/or upon receipt of the email. Any party may designate by notice a new or different address, from time to time in accordance herewith.

            IF TO PROVIDER:

International Access Media, Inc.

1804 Garnet Ave #161

San Diego, California 92109

info@ganjaroad.com

 

IF TO CLIENT:

 

Insert Client Name

Insert Client Address

Insert Client Email

8.4   Arbitration, Governing Law, & Attorneys’ Fees. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY.  YOU AND THE COMPANY HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY.  YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS, AND THAT CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.  YOU ARE EXPRESSLY AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures.  Any arbitration hearing will be held in San Diego County, California. The applicable governing law will be California law (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.  This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  In any arbitration proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

8.5   Waiver. The failure of any party to require performance by any other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by any party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

8.6   Severability. In the event that any provision of this Agreement is found by a court or other body of competent jurisdiction to be unenforceable or invalid under any applicable law such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

8.7   Entire Agreement. This Agreement and the Exhibits hereto constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. This Agreement may only be changed by mutual, written agreement of authorized representatives of the parties.

8.8   No Solicitation/Non-Circumvention. During the period beginning with the Effective Date and ending twelve (12) months after the termination of this Agreement, neither party nor its affiliates will offer employment to or hire any employee of the other party or its affiliates without the prior written consent of the employing party. For purposes of the preceding sentence, the terms “employment” and “employee” shall include any form of employment, consulting, contract relationship, or other arrangement pursuant to which such individual will, directly or indirectly, perform services for the other party. Violation of this first provision of Section 8.8 shall subject the violating party to actual damages. Further, Client agrees that it will not contract directly or indirectly with any of the service providers utilized by Provider to provide any of the Services under this Agreement for a period of twelve (12) months following the termination of this Agreement unless such service provider had provided identical services to Client within twelve (12) months prior to the execution of this Agreement. Violation of this second provision of Section 8.8 shall subject the violating party to actual damages.

In Witness Whereof, the undersigned have caused this Agreement to be executed by their respective authorized representatives. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same original.

 

CLIENT

PROVIDER

INSERT NAME OF CLIENT

International Access Media, Inc.

Authorized Signature:

Authorized Signature:

INSERT SIGNATURE

Printed Name:

Printed Name:

Charlice Arnold

Title:

Title:

Vice President

 

 

EXHIBIT A

PROVIDER STATEMENT OF WORK

Project: INSERT AD NAME

Client: INSERT CLIENT NAME

Description of Specific Work Product to be Delivered or Provided by Provider:

____ Dispensary/Storefront Ad $215/month

____ Delivery Service Ad $100/month

____ Doctor Office Ad $100/month

____ Deals Ad $75/month

____ Banner Ad $250/month

____ Classified Ad $5/two weeks, $55 bi-annual, $100 annual (or multi-city discounted tiered pricing)

 

Timetable for Performance of Services:

____ Bi-annual, with auto-renewal bi-annually, starting on the commencement date

____ Annual, with auto-renewal annually, starting on the commencement date

____ Monthly, with auto-renewal every month, starting on the commencement date

____ Bi-weekly, with auto-renewal bi-weekly, starting on the commencement date

 

Promotion Code: INSERT CODE IF APPLICABLE

Commencement Date: INSERT TODAY’S DATE

Fee and Payment Schedule:

·         Recurring Billing Start Date: Commencement Date

·         Late Payments: In the event that your credit card was not approved for payment, Company will notify you and provide a five (5) day grace period allowed before we initiate termination of the Agreement pursuant to Par. 7 of the Internet Marketing and Sales Agreement, to which this Exhibit is attached and incorporated fully therein.

·         Non Payment: In the event of continued nonpayment and the expiration of the 5-day grace period, Company reserves the right to remove Advertiser’s advertisement(s) and marketing, including but not limited to all intellectual property, original content, and pictures (“Content”), from our Website and/or mobile app.  We are not and will not be responsible for any lost Content resulting from discontinued services.

·         Cancellation: Your listing may be canceled by way of termination in accordance with Par. 7 of the Internet Marketing and Sales Agreement, to which this Exhibit is attached and incorporated fully therein.